Common use of Expenses; Indemnification Clause in Contracts

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the The Borrower will pay (a) all out-of-pocket costs and expenses incurred by shall reimburse the Administrative Agent for any costs, internal charges and the Arranger (including the reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and other fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of counselthe Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparationamendment, execution modification, and delivery enforcement of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. The Borrower also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including, without limitation, all fees and other reasonable expenses of counsel to for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, each Lender and their Affiliates, and their respective directors, officers, employees, agents directors and advisors (each, an “Indemnified Party”) officers against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunderLoan hereunder or the acts of the Administrative Agent or any Lender entering into this Agreement, establishing the facility in favor of Borrower evidenced hereby, possessing information regarding Borrower pursuant hereto, or allegedly having any direct or indirect influence over Borrower as material creditors or exercising any rights or remedies under the Loan Documents, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any lossesof the foregoing (i) arise out of the bad faith, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence gross negligence or willful misconduct. In misconduct of the case party seeking indemnification therefor, or (ii) arise from the indemnitee’s violation of an investigationits own internal policies or from a violation of laws, litigation rules, or proceeding regulations applicable to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretotheir operations. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the The Borrower will pay (a) all out-of-pocket costs and expenses incurred by shall reimburse the Administrative Agent for any costs, and the Arranger (including the reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and other fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of counselthe Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparationamendment, execution modification, and delivery enforcement of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. The Borrower also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including, without limitation, all fees and other reasonable expenses of counsel to for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, each Lender and their Affiliates, and their respective directors, officers, employees, agents directors and advisors (each, an “Indemnified Party”) officers against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys of the indemnified parties, all reasonable expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the foregoing arise out of the gross negligence or willful misconduct. In misconduct of the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoseeking indemnification therefor. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by The Borrowers shall reimburse on demand the Administrative Agent and the Arranger (including the for any reasonable feescosts, and out-of-pocket expenses (including reasonable attorneys’ fees and other reasonable expenses time charges of counselattorneys for the Agent) paid or incurred by the Agent or the Arranger in connection with the preparation, execution negotiation, execution, delivery, syndication, review, amendment, modification, and delivery administration of this Agreementthe Loan Documents. The Borrowers also agree to reimburse on demand the Agent, the NotesLC Issuer, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent Arranger and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees and other reasonable expenses time charges of counsel to attorneys for the Administrative Agent Agent, the LC Issuer, the Arranger and the Lenders, which attorneys may be employees of the Agent, the LC Issuer, the Arranger or the Lenders) paid or incurred by the Agent, the LC Issuer, the Arranger or any Lender in connection with the collection and enforcement and protection of the Loan Documents. The Borrowers acknowledge and agree that from time to time the Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the “Reports”) pertaining to any Borrower’s and Guarantors’ assets for internal use by the Agent from information furnished to it by or on behalf of the Borrowers, after the Agent has exercised its rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating inspection pursuant to this Agreement; provided that, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds if any Lender requests copies of any Borrowing hereunderfuture similar Reports which the Agent has prepared, except then the Agent will provide such reports to such Lender provided that the foregoing such Lender has executed an indemnity shall not apply to any Indemnified Party agreement acceptable to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this AgreementAgent.

Expenses; Indemnification. Subject to the provisions of this Agreement, the The Borrower will pay (a) all out-of-pocket costs and expenses incurred by shall reimburse the Administrative Agent for any costs, internal charges and the Arranger (including the reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and other fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of counselthe Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparationamendment, execution modification, and delivery enforcement of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. The Borrower also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including, without limitation, all fees and other reasonable expenses of counsel to for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, each Lender and their Affiliates, and their respective directors, officers, employees, agents directors and advisors (each, an “Indemnified Party”) officers against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the foregoing arise out of the gross negligence or willful misconduct. In misconduct of the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoseeking indemnification therefor. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the The Borrower will pay (a) all out-of-pocket costs and expenses incurred by shall reimburse the Administrative Agent for any costs, and the Arranger (including the reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and other fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of counselthe Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparationamendment, execution modification, and delivery enforcement of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. The Borrower also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including, without limitation, all fees and other reasonable expenses of counsel to for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, each Lender and their Affiliates, and their respective directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys of the indemnified parties, all reasonable expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the foregoing arise out of the gross negligence or willful misconductmisconduct of the party seeking indemnification therefor. In To the case of an investigationextent permitted by applicable law, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower shall not assert, and hereby waives, any claim against any of the foregoing indemnified parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Facility Letter of Credit or the General Partner or use of the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoproceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates (which shall be limited, in the Arranger (including case of legal fees and expenses, to the reasonable and documented fees, charges and disbursements of one primary counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses and other reasonable expenses of counsel) incurred by each Issuing Lender in connection with the preparationissuance, execution amendment, renewal or extension of any Facility Letter of Credit or any demand for payment thereunder and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (biii) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Lender or any Lender (which shall be limited, in the case of legal fees and other reasonable expenses of counsel expenses, to the documented fees, charges and disbursements of one primary counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent Agent, and not more than one primary counsel, and one local counsel in each applicable jurisdiction, for all of the other Lenders and the LendersIssuing Lenders (selected by the Required Lenders other than the Lender acting as Administrative Agent) and, solely in the case of a conflict of interest, one additional counsel for each affected Lender or Issuing Lender), in connection with the enforcement and or protection of the its rights of the Lenders under in connection with this Agreement, including its rights under this Section, or in connection with the NotesLoans made or Facility Letters of Credit issued hereunder, the Loan Documents or any other agreement or document referred to herein or therein, and (c) including all reasonable and customary costs and such out-of-pocket expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit incurred during any year. The Borrower further agrees to indemnify the Lendersworkout, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses restructuring or negotiations in respect of litigation such Loans or preparation therefor whether or not the Indemnified Party is a party thereto) which any Facility Letters of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this AgreementCredit.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by shall reimburse the Administrative Agent for any costs, internal charges and the Arranger (including the reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and other fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of counselthe Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparationamendment, execution modification, and delivery enforcement of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. Borrower also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including, without limitation, all fees and other reasonable expenses of counsel to for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, each Lender and their Affiliates, and their respective directors, officers, employees, agents directors and advisors (each, an “Indemnified Party”) officers against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the foregoing arise out of the gross negligence or willful misconduct. In misconduct of the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoseeking indemnification therefor. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject The Borrower agrees to pay, or reimburse the provisions of this AgreementAgent for the payment of, the Borrower will pay on demand, (a) all out-of-pocket costs the reasonable fees and expenses incurred by of outside counsel to the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution execution, delivery and delivery 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, Notes and the other Loan Documents and any other agreements or documents referred to herein or therein the consummation of the transactions contemplated hereby, and any amendments thereto, (b) and all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable liabilities with respect to or resulting from any delay in paying or omitting to pay such taxes or fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel 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 Borrower’s books and records credit arrangements provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearunder this Agreement. The Borrower further agrees to indemnify the LendersAgent and the Lenders for any and all liabilities, their Affiliatesobligations, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, actions, judgments, liabilities suits, costs, expenses or disbursements of any kind and nature whatsoever (including reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party theretoattorneys’ fees) which may be imposed on, incurred by or asserted against the Agent or the Lenders in any of them may pay way relating to or incur arising out of their duties under this Agreement or relating to this Agreement, the any other Loan Documents, 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 direct or indirect application or proposed application performance of their duties hereunder); provided however, that the Borrower shall not be liable for any of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted they arise from such Indemnified Party’s Gross Negligence the gross negligence or willful misconduct. In misconduct of the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower Agent or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoLenders. The obligations of the Borrower and its Subsidiaries, taken as a whole, will not be obligated under this Section shall survive 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 termination Agent and any one or more of this Agreementthe Lenders or between any Lender with one or more other Lenders.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) The Company shall reimburse the Administrative Agent, the Arrangers and their respective Affiliates for any reasonable out-of-pocket costs and expenses documented in reasonable detail (limited in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively), upon presentation of a reasonably detailed statement of all such costs and expenses, paid or incurred by the Administrative Agent, the Arrangers and their respective Affiliates in connection with the preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and administration (including, without limitation, preparation of the reports described below) of the Loan Documents (which, in the case of preparation, negotiation, execution, delivery and administration of the Loan Documents shall be limited to a single counsel and a single local counsel in each relevant jurisdiction), as well as all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) Issuers in connection with the preparationissuance, execution and delivery amendment, renewal or extension of this AgreementFacility Letters of Credit or any demand for payment thereunder. The Company also agrees to reimburse the Administrative Agent, the Notes, Issuers and the Loan Documents and Lenders for any other agreements or documents referred to herein or therein and any amendments thereto, (b) all reasonable out-of-pocket costs and expenses (limited in the case of legal fees and expenses, to the fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively, plus in the case of an actual or perceived conflict of interest where the person affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected person) paid or incurred by the Administrative Agent and the Lenders (including the reasonable feesAgent, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) any Issuer or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) The Borrower shall pay within thirty (30) days after written notice from the Administrative Agent or the Arranger, (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent (including, without limitation, reasonable and documented fees and disbursements of special counsel Xxxxxxx Xxxxxxx & Xxxxxxxx LLP ) or the Arranger Arranger, as applicable, in connection with any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, (including ii) all reasonable and documented fees and disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent Agent, the Arranger and the Lenders (including the each Bank, including, without limitation, reasonable fees, out-of-pocket expenses and other reasonable expenses invoiced fees and disbursements of counsel to for the Administrative Agent Agent, the Arranger and each of the Lenders) Banks, in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document and the instruments referred to herein or thereintherein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom (provided, however, that the attorneys’ fees and disbursements for which the Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable and invoiced non-duplicative fees and disbursements of (A) counsel for the Administrative Agent, (B) counsel for the Arranger as a group and (cC) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which the Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable and customary invoiced non-duplicative costs and expenses of periodic audits by the Administrative Agent’s personnel ). For purposes of this subsection (a)(iii), (1) counsel for the Administrative Agent shall mean a single outside law firm representing the Administrative Agent, (2) counsel for the Arranger shall mean a single outside law firm representing the Arranger as a group (which law firm may or may not be the same law firm representing the Administrative Agent) and (3) counsel for all of the Borrower’s books and records provided that prior to an Event of Default, Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify same law firm representing the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this AgreementAdministrative Agent).

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by The Borrower shall reimburse the Administrative Agent and the Arranger (including the Arrangers for any reasonable feescosts, internal charges and out-of-pocket expenses (including outside attorneys’ and other reasonable paralegals’ fees and, with the consent of the Borrower (provided that no such consent shall be required if a Default shall be continuing), expenses of counseland fees for other advisors and professionals engaged by the Administrative Agent or the Arrangers) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements paid or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the Internet), review, amendment, modification and administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, the Arrangers, the LC Issuers and the Lenders (including the reasonable feesfor any costs, internal charges and out-of-pocket expenses (including outside attorneys’ and other reasonable paralegals’ fees and expenses of counsel to outside attorneys and paralegals for the Administrative Agent Agent, the Arrangers, the LC Issuers and the Lenders) paid or incurred by the Administrative Agent, the Arrangers, any LC Issuer or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined Expenses being reimbursed by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time BTMU may prepare and may distribute to the Lenders (but shall survive have no obligation or duty to prepare or to distribute to the termination Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by BTMU from information furnished to it by or on behalf of the Borrower, after BTMU has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the The Borrower will pay (a) all out-of-pocket costs and expenses incurred by shall reimburse the Administrative Agent for any costs, internal charges and the Arranger (including the reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and other fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of counselthe Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparationamendment, execution modification, and delivery enforcement of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. The Borrower also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including, without limitation, all fees and other reasonable expenses of counsel to for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, the Syndication Agent, the Documentation Agent, each Lender and their Affiliates, and their respective directors, officers, employees, agents directors and advisors (each, an “Indemnified Party”) officers against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, the Syndication Agent, the Documentation Agent or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the foregoing arise out of the gross negligence or willful misconduct. In misconduct of the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoseeking indemnification therefor. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject The Loan shall be made without cost to the provisions of this AgreementLender. Borrower covenants and agrees to pay all costs, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparationcharges, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses reasonable fees and charges of litigation legal counsel, surveyors and appraisers incurred by Lender in connection with (i) the preparation for and consummation of the transactions contemplated hereby or preparation therefor whether or not for the Indemnified Party is a party thereto) which any performance hereof and of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions and for any services which may be required in addition to those normally contemplated hereby and (ii) the enforcement hereof or of any or all of the direct other Loan Documents. If Borrower fails to pay promptly any costs, charges or indirect application expense required to be paid by it as aforesaid, and Lender pays such costs, charges or expenses, Borrower shall reimburse Lender on demand for the amounts so paid, together with interest thereon at the “Default Rate” (as said quoted term is defined in the Note). Borrower further agrees to indemnify Lender and its directors, officers, employees and agents from, and hold each of them harmless against, (x) any and all losses arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed application use by Borrower of the proceeds of the Loan, including, without limitation, the fees and disbursements of counsel incurred in connection with any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought other proceedings and (y) any and all claims, actions, suits, proceedings, costs, expenses, losses, damages and liabilities of any kind, including in tort, penalties and interest, arising out or by reason of any matter relating, directly or indirectly, to the Borrower Mortgage or the General Partner ownership, condition, development, construction, sale, rental or financing of the Borrower’s Property or any part thereof (but excluding any such losses, liabilities, claims, damages or expenses incurred solely by reason of the General Partner’s equity holders gross negligence or creditors or an Indemnified Party is otherwise willful misconduct of the party theretoto be indemnified). The obligations of the Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan. Borrower does hereby agree to indemnify and save Lender harmless from any and all damage, loss, cost and expense, including reasonable attorneys’ fees, whether or not an action is brought, which Lender might at any time incur or sustain by reason of the 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 other insolvency proceedings.

Expenses; Indemnification. Subject to (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the provisions of this AgreementAdministrative Agent, the Borrower will pay Arrangers and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Arrangers and their respective Affiliates, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (awhether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Arrangers and their respective Affiliates, (ii) all reasonable out-of-pocket expenses incurred by any 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 incurred by (but limited, in the Administrative Agent case of legal fees and the Arranger (including expenses, to the reasonable and documented fees, out-of-pocket expenses disbursements and other reasonable expenses charges of counsel) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of one counsel to the Administrative Agent and the LendersLenders taken a whole, and, if necessary, of one local counsel in any relevant material jurisdiction and, if necessary, of one regulatory counsel in any material specialty and, in the case of an actual or perceived conflict of interest, one additional counsel to the affected indemnified persons taken as a whole) incurred by the Administrative Agent, the Arrangers, any Issuing Bank or any Lender in connection with the enforcement and or protection of the its rights of the Lenders under in connection with this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, Agreement and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower including its rights under this Section shall survive 10.3, or in connection with the termination Loans made or any Letters of this AgreementCredit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Expenses; Indemnification. Subject Each Borrower and TRG agrees to, jointly and severally, reimburse Administrative Agent on demand for all reasonable costs, expenses, and charges including, without limitation, all reasonable fees and charges of engineers, appraisers and other consultants (provided such other consultants have been engaged with Borrowers’ consent, not to be unreasonably withheld or delayed; it being understood, however, that no Borrower shall have such right of consent during the provisions existence of this Agreementan Event of Default) and external legal counsel incurred by Administrative Agent in connection with the making of the Loans and to reimburse the Administrative Agent for reasonable legal costs, the Borrower will pay (a) all out-of-pocket costs expenses and expenses charges incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution and delivery performance or enforcement of this Agreement, the Notes, the Loan Documents and or any other agreements Loan Documents, any amendment or documents referred to herein waiver of this Agreement, any increase in the Total Loan Commitment or therein any addition or release of a Property. Each Borrower and any amendments theretoTRG agrees to, (b) all out-of-pocket costs jointly and expenses incurred by the severally, indemnify Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, each Bank and their respective Affiliates, controlling Persons, directors, officers, employees, employees and agents and advisors (each, an “Indemnified Party”) against from, and hold each of them harmless against, any and all losses, liabilities, claims, damagesdamages or expenses, penaltiesjoint or several, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which incurred by any of them may pay or incur arising out of or by reason of (x) any claims by brokers due to acts or omissions by any Borrower or TRG or (y) any third-party claims relating to this Agreement, the other Loan DocumentsLoans, the use of proceeds of the Loans, and the performance by Eurohypo (including as Administrative Agent) or any of its Affiliates of the services contemplated by this Agreement or the Supplemental Fee Letter, and each Borrower and TRG will, jointly and severally, reimburse any Indemnified Party for any and all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought to be by or on behalf of each Borrower, TRG or any of their respective Affiliates and whether or not any of the transactions contemplated hereby or by the direct Supplemental Fee Letter are consummated or indirect application this Agreement or proposed application of the proceeds of any Borrowing hereunder, except that Loan Commitments are terminated. No Borrower nor TRG will be liable under the foregoing indemnity shall not apply indemnification provision to any an Indemnified Party to the extent that any lossesloss, claimsclaim, etc. are determined damage, liability or expense is found in a final non-appealable judgment by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence bad faith or willful misconductgross negligence or breach of this Agreement. In any such action or proceeding Borrowers or TRG, as the case may be, shall have the right to assume the defense thereof and select counsel reasonably acceptable to Administrative Agent; provided, however, that in no event will such counsel, without the prior written consent of an investigationAdministrative Agent, litigation not to be unreasonably withheld, be counsel to any Borrower, TRG or to any of their respective Affiliates. Each Borrower and TRG also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Borrower, TRG or its creditors related to or arising out of or in connection with this Agreement, the Supplemental Fee Letter, the Loans, the use of proceeds of the Loans, any of the transactions contemplated hereby or by the Supplemental Fee Letter or any related transaction or the performance by Eurohypo (including as Administrative Agent) or any of its Affiliates of the services contemplated by this Agreement or the Supplemental Fee Letter, except to the extent that any loss, claim, damage or liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith or gross negligence or breach of this Agreement. Each Borrower and TRG agrees that, without Administrative Agent’s prior written consent, which shall not be unreasonably withheld, no Borrower nor TRG will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the indemnification provisions of this Agreement, unless such settlement, compromise or consent (i) includes an unconditional written release, in form and substance reasonably satisfactory to which the indemnity in this Section appliesIndemnified Parties, of each Indemnified Party from all liability arising out of such indemnity shall be effective whether or not such investigationclaim, litigation action or proceeding is brought and (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall, without the prior consent of the applicable Borrower or TRG, as the General Partner case may be (not to be unreasonably withheld or the Borrower’s delayed) settle or the General Partner’s equity holders compromise any action or creditors claim for which indemnity has been or could be sought hereunder. If (a) an Indemnified Party is otherwise party theretorequested to appear as a witness in any action brought by or on behalf of any Borrower, TRG or any of their respective Affiliates or (b) an Indemnified Party is required to appear as a witness in any action brought against any Borrower, TRG or any of their respective Affiliates, in either case, in which such Indemnified Party is not named as a defendant, each Borrower and TRG agrees to reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel, and to compensate such Indemnified Party in an amount to be reasonable and mutually agreed upon. The obligations of the each Borrower and TRG under this Section and under Article III shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of this Agreementthe Loans.

Expenses; Indemnification. Subject to The Company shall reimburse the provisions of this Agreement, the Borrower will pay Agent and each Arranger for (a) all out-of-pocket any reasonable costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys’ fees, time charges and other reasonable expenses of counselcounsel for the Agent) paid or incurred by the Agent or such Arranger in connection with the preparation, execution review, execution, delivery, syndication, distribution (including via the internet), administration, amendment and delivery modification of this Agreement, the Notes, the Loan Credit Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket any reasonable costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys’ fees, time charges and other reasonable expenses of counsel to counsel) paid or incurred by the Administrative Agent or such Arranger on its own behalf or on behalf of any LC Issuer or any Bank and, on or after the date upon which an Event of Default specified in Section 9.1(a) or 9.1(e) has occurred and the Lenders) is continuing, each Bank, in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearCredit Documents. The Borrower Company further agrees to indemnify the LendersAgent, each Arranger, each LC Issuer, each Bank and their respective Affiliates, and their respective the directors, officers, employeesemployees and agents of the foregoing (all of the foregoing, agents and advisors (each, an the “Indemnified Party”) Persons), against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, including all reasonable expenses of litigation or preparation therefor whether or not the an Indemnified Party Person is a party thereto) ), regardless of whether such matter is initiated by a third party or by the Company or any of its Affiliates or equityholders, which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Credit Documents, the transactions contemplated hereby or hereby, the direct or indirect application or proposed application of the proceeds of any Borrowing Credit Extension hereunder, except any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by the Company or any Subsidiary or any Environmental Liability related in any way to the Company or any Subsidiary; provided that the foregoing indemnity Company shall not apply be liable to any Indemnified Party Person for any of the foregoing to the extent that any losses, claims, etc. they are determined by a court of competent jurisdiction by a final and non-appealable nonappealable judgment to have resulted arisen from the gross negligence or willful misconduct of such Indemnified Party’s Gross Negligence Person. Without limiting the foregoing, the Company shall pay any civil penalty or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought fine assessed by the Borrower Office of Foreign Assets Control against any Indemnified Person, and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Person) incurred in connection with defense thereof, as a result of any breach or inaccuracy of the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretorepresentation made in Section 5.14. The obligations of the Borrower Company under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the provisions Administrative Agent and its Affiliates, including the agreed fees and reasonable charges and disbursements of this Agreementcounsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facility provided for herein, the Borrower will pay preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (awhether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated) and (ii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel) incurred by the Administrative Agent and or any Lender in connection with the Arranger (enforcement or protection of its rights in connection with this Agreement, including its rights under this Section 11.4, or in connection with the reasonable feesTerm Loans made hereunder, including all such out-of-pocket expenses and other reasonable expenses incurred during any workout, restructuring or negotiations in respect of counsel) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by such Term Loans. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Lenders (including the reasonable feesSecurity Trustee and each Lender, out-of-pocket expenses and other reasonable expenses each Related Party of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection any of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or thereinforegoing Persons (each such Person being called an “Indemnitee”) against, and (c) all reasonable hold each Indemnitee harmless from, any and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and related expenses (including the reasonable expenses fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable allocated fees 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 other Loan Party or Related Party of a Loan Party 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 Term Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or Related Party of a Loan Party, and regardless of whether any Indemnitee is a party thereto, (iv) the ownership, possession, use, non-use, substitution, interchange, airworthiness, control, delivery, maintenance, repair, operation, registration, re-registration, replacement, condition, sale, purchase, lease, sublease, pooling, storage, modification, location, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, without limitation, all expenses of litigation latent or preparation therefor other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by the Indemnified Borrower, any other Loan Party is a party theretoor any Permitted Third Party User or any other person, or (v) which any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement or other obligation to be performed by the Borrower, any other Loan Party or any Permitted Third Party User under any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct falsity of any representation or indirect application or proposed application warranty of the proceeds Borrower, any other Loan Party or any Permitted Third Party User in any of any Borrowing hereunder, except the Loan Documents provided that the foregoing such indemnity shall not apply not, as to any Indemnified Party Indemnitee, be available to the extent that any such losses, claims, etc. damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by a final and non-appealable nonappealable judgment to have resulted from such Indemnified Party’s Gross Negligence the gross negligence or willful misconduct. In the case misconduct of an investigation, litigation such Indemnitee or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the General Partner 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. The Borrower, upon demand by the Administrative Agent, the Security Trustee or a Lender at any time, shall indemnify the Finance Party (on its behalf or an Indemnitee’s behalf) for any such reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing, except if the same is excluded from indemnification pursuant to the provisions of the preceding sentence. Each Indemnitee agrees to contest any indemnified claim if requested in writing by the Borrower, in a manner reasonably directed by the Borrower, with counsel selected by the Indemnitee and approved by the Borrower, which approval shall not be unreasonably withheld or delayed provided the Borrower agrees to indemnify the Indemnitee for any costs, expenses and losses incurred in relation to such contest, such contest has, in the opinion of the Indemnitee, a reasonable chance of success, such contest is not likely to result in a sale, forfeiture or seizure of the Aircraft or the rights and interests of the Finance Parties therein or the creation of any Lien on the Aircraft or is likely to result in reputational damage or criminal liability on the Indemnitee. Any Indemnitee that proposes or intends to settle or compromise any such indemnified claim shall give the Borrower written notice of the terms of such settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed; provided that the General Partner’s equity holders Indemnitee shall not be restricted from settling or creditors or an Indemnified Party is otherwise party thereto. The obligations of compromising any such claim if the Indemnitee waives its right to indemnity from the Borrower under in respect of such claim and such settlement or compromise does not materially increase the Borrower’s liability pursuant to this Section 11.4 to any Related Party of such Indemnitee. This Section 11.4(a) shall survive the termination of this Agreementnot apply to any Taxes, other than Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) The Borrower shall pay (i) all reasonable out-of-pocket costs and expenses incurred of the Administrative Agent, the Sole Lead Arranger and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one primary outside counsel and one local counsel in each applicable jurisdiction not covered by the primary outside counsel for the Administrative Agent and its Affiliates, in connection with the Arranger syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and the Commitment Letter and any amendments, modifications or waivers thereof (including whether or not the reasonable transactions contemplated in this Agreement or any other Loan Document shall be consummated); provided that if any counsel other than the primary outside counsel for the Administrative Agent and its Affiliates is consulted in connection with any Incremental Commitment, the Borrower shall not be required to pay any such fees, charges or disbursements of such counsel unless a Change in Law shall have occurred such that the Mortgages assigned in connection with any applicable Acquisition as modified by the applicable existing form of Omnibus Mortgage Amendment may not be effective to grant a mortgage Lien to the Secured Parties securing the Obligations in the same amount as on the Closing Date, (ii) all reasonable out-of-pocket expenses and other reasonable expenses of counsel) incurred by any Issuing Bank in connection with the preparationissuance, execution amendment, renewal or extension of any Letter of Credit issued by such Issuing Bank or any demand for payment thereunder and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (biii) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent and the Lenders Agent, any Issuing Bank or any Lender (including including, without limitation, the reasonable fees, charges and disbursements of legal counsel) in connection with the enforcement or protection of any such Person’s rights in connection with this Agreement, including its rights under this Section, 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; provided that the reasonable fees, charges and other disbursements of legal counsel shall be limited to the reasonable expenses fees, charges and disbursements of (x) one primary outside counsel to and one local counsel in each applicable jurisdiction not covered by the primary outside counsel for the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or thereinits Affiliates, and (cy) all reasonable and customary costs and expenses solely in circumstances in which there is an actual or potential conflict of periodic audits by interest between the Administrative Agent’s personnel Agent and/or its Affiliates and one or more of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, one additional counsel for all similarly situated Lenders and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or one local counsel in each applicable jurisdiction not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought covered by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreementprimary counsel for such Lenders.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by The Parent shall reimburse the Administrative Agent and the Arranger (including the reasonable fees, Arrangers for any out-of-pocket expenses (including reasonable and other reasonable expenses reasonably documented attorneys’ fees and time charges of counselone primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction material to the interests of the Lenders taken as a whole (which may be a single counsel acting in multiple material jurisdictions) for the Administrative Agent or the Arrangers) paid or incurred by the Administrative Agent or the Arrangers in connection with the preparation, execution negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and delivery administration of this Agreementthe Loan Documents. The Parent also agrees to reimburse the Administrative Agent, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent Arrangers and the Lenders (including the reasonable feesfor any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and other reasonable expenses time charges of counsel to attorneys for the Administrative Agent Agent, the Arrangers and the Lenders, which attorneys may be employees of the Administrative Agent, the Arrangers or the Lenders) paid or incurred by the Administrative Agent, the Arrangers or any Lender in connection with the enforcement and protection collection of the rights Obligations or the enforcement of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearDocuments. The Borrower Parent further agrees to indemnify the LendersAdministrative Agent, the Arrangers and each Lender, their Affiliatesrespective affiliates, and each of their respective partners, trustees, administrators, advisors, agents, directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, the Arrangers or any Lender or any affiliate is a party theretothereto and whether brought by the Parent or any other Person) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby hereby, or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, Credit Extension hereunder except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. they are determined in a final non-appealable judgment by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the gross negligence, bad faith or willful misconductmisconduct of the party seeking indemnification. In This Section 9.6 shall supersede any and all indemnification provisions entered into before the case of an investigationdate hereof among the Parent and the Administrative Agent, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoany Arrangers and any Lenders. The obligations of the Borrower Parent under this Section 9.6 shall survive the termination of this Agreement. This Section 9.6 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates (but limited, in the case of legal fees, charges, disbursements and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole and, solely in the case of an actual or potential conflict of interest, (x) one additional counsel to all affected Persons, taken as a whole, and (y) one additional local counsel to all affected Persons, taken as a whole, in each relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable out-of-pocket expenses 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 reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and Agent, the Arranger Issuing Bank or any Lender (including but limited, in the reasonable case of legal fees, charges, disbursements and expenses, to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole and, solely in the case of an actual or potential conflict of interest, (x) one additional counsel to all affected Persons, taken as a whole, and (y) one additional local counsel to all affected Persons, taken as a whole, in each relevant jurisdiction) 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 Letters of Credit issued hereunder, including all such out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lendersworkout, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses restructuring or negotiations in respect of litigation such Loans or preparation therefor whether or not the Indemnified Party is a party thereto) which any Letters of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this AgreementCredit.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) The Borrower shall pay within thirty (30) days after written notice from the Administrative Agent, (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent and the Arranger Syndication Agent (including reasonable fees and disbursements of special counsel Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any waiver or consent hereunder or any amendment hereof or any Default or Event of Default or alleged Default or Event of Default, (ii) all reasonable feesfees and disbursements of special counsel Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP in connection with the syndication of the Loans and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and each Bank (the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable Administrative Agent shall promptly submit any expenses of any of the Banks to Borrower for reimbursement), including fees and disbursements of counsel to for the Administrative Agent and each of the Lenders) Banks, in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document and the instruments referred to herein or thereintherein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys’ fees and disbursements for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent, and (cB) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable and customary non-duplicative costs and expenses of periodic audits by the Administrative Agent’s personnel . For purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent, and (2) counsel for all of the Borrower’s books and records provided that prior to an Event Banks as a group shall mean a single outside law firm representing such Banks as a group (which law firm may or may not be the same law firm representing either or both of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this AgreementAdministrative Agent and/or Syndication Agent).

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) The Borrower shall pay (i) all out-of-reasonable and documented out of pocket costs and expenses incurred by the Administrative Agent Agent, the Syndication Agent, the Joint Lead Arrangers and the Arranger their Affiliates (including the reasonable feesand documented fees and expenses of counsel for the Administrative Agent), out-of-in connection with the syndication of the credit facility evidenced by this Agreement, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (other than the Support Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) without duplication of any fees separately agreed to by the Borrower, all reasonable and documented out of pocket expenses incurred by any LC Issuing Bank (other than overhead expenses and other reasonable expenses of counselsimilar expenses) in connection with the preparationissuance, execution amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (biii) all out-of-documented out of pocket costs and expenses incurred by the Administrative Agent and the Lenders Agent, any Lender, any Swing Line Bank or any LC Issuing Bank (including the reasonable fees, out-of-pocket expenses documented fees and other reasonable expenses of any counsel to for the Administrative Agent Agent, any Lender, any Swing Line Bank or any LC Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the Lendersother Loan Documents, including its rights under this Section, or (B) in connection with the enforcement and protection Advance made or Letters of the rights Credit issued hereunder, including all such out of the Lenders under this Agreementpocket expenses incurred during any workout, the Notes, the Loan Documents restructuring or any other agreement negotiations in respect of such Advances or document referred to herein or therein, and (c) all reasonable and customary costs and expenses Letters of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records Credit; provided that prior to an Event of Default, the Borrower shall only be required to pay the fees and expenses for only (x) one such audit during any year. The Borrower further agrees to indemnify (1) outside counsel for the Administrative Agent, the Syndication Agent, the Joint Lead Arrangers, the Lenders, their Affiliatesthe Swing Line Banks and the LC Issuing Banks, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”y) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not any local and/or regulatory counsel in any applicable jurisdiction for the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this AgreementAdministrative Agent, the other Loan DocumentsSyndication Agent, the transactions contemplated hereby or Joint Lead Arrangers, the direct or indirect application or proposed application of Lenders, the proceeds of any Borrowing hereunder, except that Swing Line Banks and the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final LC Issuing Banks and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In (z) in the case of an investigationa conflict of interest between one or more of the Administrative Agent, litigation or proceeding to which the indemnity in this Section appliesSyndication Agent, the Joint Lead Arrangers, the Lenders, the Swing Line Banks and the LC Issuing Banks, such indemnity shall additional counsel as may be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreementreasonably necessary.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) Borrower agrees to pay promptly: (i) all out-of-pocket the actual and reasonable documented costs and expenses of Lender, including attorneys’ fees, in connection with the negotiation, preparation, and execution of this Note and the transactions contemplated hereby, (ii) all fees, costs, and expenses incurred by Xxxxxx (including during the Administrative Agent pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding) to maintain, protect, or preserve Lender’s rights under this Note or with respect to any collateral that secures this Note, (iii) all the actual and reasonable costs and expenses of creating and perfecting liens on any collateral that secures this Note in favor of Xxxxxx, 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 Arranger actual and reasonable costs and fees, expenses, and disbursements of any auditors, accountants, consultants, or appraisers engaged by Xxxxxx in connection with the transactions contemplated by this Note, (v) all the actual and reasonable costs and expenses (including the reasonable fees, out-of-pocket expenses expenses, and other reasonable expenses disbursements of counselany appraisers, consultants, advisors, and agents employed or retained by Xxxxxx) in connection with the preparation, execution and delivery custody or preservation of any of collateral that secures this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or thereinNote, and (cvi) all reasonable and customary costs and expenses after the occurrence of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to a Default or an Event of Default, the Borrower shall be required to pay for only one such audit during all documented costs and expenses, including attorneys’ fees and costs of settlement, incurred by Lender in enforcing any year. The Borrower further agrees to indemnify the Lendersobligations under this Note or under any other agreement executed in connection with or securing this Note, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which in collecting any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted payments due from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive Note or under any other agreement executed in connection with or securing this Note by reason of such Default or Event of Default (including in connection with the termination sale of, collection from, or other realization upon any of collateral securing this AgreementNote) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings.

Expenses; Indemnification. Subject to the provisions of this Agreement, the The Borrower will pay (a) all out-of-pocket costs and expenses incurred by shall reimburse the Administrative Agent for any reasonable costs and the Arranger actual documented (including the reasonable fees, evidence shall be provided for any expense over $500) out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and other fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may not be employees of counselthe Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparationamendment, execution modification, and delivery enforcement of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. The Borrower also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent and the Lenders (including the for any reasonable feescosts, external charges and out-of-pocket expenses (including, without limitation, all fees and other reasonable expenses of counsel to for attorneys for the Administrative Agent and the Lenders, which attorneys may not be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, each Lender and their Affiliates, and their respective directors, officers, employees, agents directors and advisors (each, an “Indemnified Party”) officers against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys of the indemnified parties, all reasonable expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the foregoing arise out of the gross negligence or willful misconduct. In misconduct of the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoseeking indemnification therefor. The obligations of the Borrower under this Section shall survive the termination of this Agreement. Defense of any such indemnified party shall be provided by counsel selected by Borrower, subject to the reasonable approval of the indemnified party, promptly after notice to Borrower of the indemnified claims.

Expenses; Indemnification. Subject to (i) The Borrower shall reimburse the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable feesfor any costs, internal charges and out-of-pocket expenses (including attorneys' fees and other reasonable expenses time charges of counselattorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent or the Arranger in connection with the preparation, execution negotiation, execution, delivery, syndication, review, amendment, modification, and delivery administration of this Agreementthe Loan Documents. The Borrower also agrees to reimburse the Agent, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent Arranger and the Lenders (including the reasonable feesfor any costs, internal charges and out-of-pocket expenses (including attorneys' fees and other reasonable expenses time charges of counsel to attorneys for the Administrative Agent Agent, the Arranger and the Lenders, which attorneys may be employees of the Agent, the Arranger or the Lenders) paid or incurred by the Agent, the Arranger or any Lender in connection with the collection and enforcement and protection of the rights of Loan Documents. Expenses being reimbursed by the Lenders Borrower under this AgreementSection include, without limitation, the Notescost 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 Loan Documents applicable requirements of any law or any other agreement governmental rule, regulation, policy, guideline or document referred to herein directive (whether or thereinnot having the force of law), and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Defaultor any interpretation thereof, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all 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 Borrower acknowledges that from time to time the Agent may prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to distribute to the Lenders) certain audit reports (the "Reports") pertaining to the Borrower's assets for internal use by the Agent from information furnished to it by or on behalf of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any Borrower, after the Agent has exercised its rights of them may pay or incur arising out of or relating inspection pursuant to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) The Credit Parties shall pay (i) all out-of-pocket costs and reasonable out‑of‑pocket expenses incurred by the Administrative Agent Agent, the Arrangers and the Arranger their Affiliates (including the reasonable fees, out-of-pocket charges and disbursements of one outside counsel to the Administrative Agent, the Arrangers and their Affiliates, taken as a whole (except to the extent that the Administrative Agent, the Arrangers or their Affiliates determines that separate counsel is necessary to avoid a conflict of interest) (and, if necessary, one local counsel in each appropriate jurisdiction (except to the extent that the Administrative Agent, the Arrangers or their Affiliates determines that separate counsel is necessary to avoid a conflict of interest)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Credit Agreement and the other Credit 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), (ii) all reasonable out‑of‑pocket expenses incurred by the Issuing Lender 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 expenses incurred by the Administrative Agent, any Lender or the Issuing Lender (including the fees, charges and disbursements of any outside counsel for the Administrative Agent, any Lender or the Issuing Lender), in connection with the enforcement or protection of its rights (A) in connection with this Credit Agreement and the other reasonable expenses of counselCredit Documents, including its rights under this Section, or (B) in connection with the preparationLoans made or Letters of Credit issued hereunder, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) including all out-of-pocket costs and such out‑of‑pocket expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lendersworkout, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses restructuring or negotiations in respect of litigation such Loans or preparation therefor whether or not the Indemnified Party is a party thereto) which any Letters of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this AgreementCredit.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel, which counsel may be employees of Administrative Agent) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders, which counsel may be employees of Administrative Agent or the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s 's personnel of the Borrower’s 's books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party Lenders is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Advance hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party a Lender to the extent that any losses, claims, etc. are determined by a court the result of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence Lender's gross negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to The Borrower shall reimburse the provisions of this AgreementAgent for any costs, the Borrower will pay (a) all out-of-pocket costs internal charges and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys’ fees and other reasonable expenses time charges of counselattorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent in connection with the preparation, execution negotiation, execution, delivery, review, amendment, modification, and delivery administration of this Agreementthe Loan Documents. The Borrower also agrees to reimburse the Agent, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent Arrangers and the Lenders (including the reasonable feesfor any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and other reasonable expenses time charges of counsel to attorneys for the Administrative Agent 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 or any Lender in connection with the enforcement and protection collection of the rights Obligations or the enforcement of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearDocuments. The Borrower further agrees to indemnify the LendersAgent, their Affiliatesthe Arrangers and each Lender, and their respective its directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (collectively, the “indemnified obligations”) (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party Agent, any Arranger or any Lender is a party thereto, but excluding those indemnified obligations arising solely from any Lender’s failure to perform its obligations under this Agreement) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity no indemnified party shall not apply to be indemnified for any Indemnified Party to the extent that any losses, claims, etc. are indemnified obligations arising from its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretojurisdiction. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

Expenses; Indemnification. Subject Borrower agrees to the provisions of this Agreement, the Borrower will pay (a) reimburse Administrative Agent on demand for all reasonable out-of-pocket costs costs, expenses, and expenses charges (including, without limitation, all reasonable fees and charges of engineers, appraisers and external legal counsel) incurred by the Administrative Agent in connection with the Loans and to reimburse each of the Arranger (including the Banks for reasonable fees, out-of-pocket legal costs, expenses and other reasonable expenses charges incurred by each of counsel) the Banks in connection with the preparation, execution and delivery performance or enforcement of this Agreement, the Notes, the Loan Documents and or any other agreements or documents referred to herein or therein Loan Documents; provided, however, that (i) Borrower is not responsible for costs, expenses and any amendments thereto, (b) all out-of-pocket costs and expenses charges incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) Bank Parties in connection with the enforcement and protection administration or syndication of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or Loans (other than any other agreement or document referred administration fee payable to herein or therein, Administrative Agent) and (cii) all reasonable any such legal costs, expenses and customary costs and expenses of periodic audits by the charges shall be limited to (A) one external counsel for Administrative Agent’s personnel , (B) one external counsel for all other Banks (and, solely in the case of a conflict of interest, additional conflicts counsel), (C) and such local or foreign counsel of Administrative Agent as may be necessary under the Borrower’s books and records provided that prior to an Event of Default, the circumstances. Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify Administrative Agent, Lead Arrangers, each Fronting Bank, each Bank, each of their respective Affiliates and the Lenders, their Affiliates, and their respective directors, officers, employees, employees and agents and advisors of the foregoing (each, each an “Indemnified Party”) against from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, penalties, judgments, liabilities and reasonable damages or expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which incurred by any of them may pay or incur arising out of or by reason of (w) any claims by brokers due to acts or omissions by Borrower, (x) any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application any actual or proposed application use by Borrower of the proceeds of the Loans or the use of Letters of Credit, including without limitation, the reasonable fees and disbursements of counsel incurred in connection with any Borrowing hereundersuch investigation or litigation or other proceedings, except that the foregoing indemnity shall not apply (y) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any Subsidiary, or any Environmental Claim related in any way to Borrower or any Subsidiary or (z) third party claims or actions against any Indemnified Party relating to or arising from this Agreement or any other Loan Document and the extent transactions contemplated pursuant to this Agreement or and the Loan Documents, in the case of each of clauses (w) through (z), regardless of whether an Indemnified Party is only a third party thereto; provided, however, that such indemnification shall exclude any such losses, liabilities, claims, etc. are damages or expenses incurred by reason of the gross negligence or willful misconduct of the person to be indemnified as determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoa court of competent jurisdiction. The obligations of the Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of the Loan Commitments. No Indemnified Party 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 AgreementAgreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Expenses; Indemnification. Subject to The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the provisions Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of this Agreementcounsel for the Administrative Agent and its Affiliates, in connection with the syndication of the credit facilities provided for herein, the Borrower will pay preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (awhether or not the 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) incurred by the Administrative Agent Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the Arranger (other Loan Documents, including its rights under this ‎Section 10.3, or in connection with the reasonable feesLoans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses and other reasonable expenses incurred during any workout, restructuring or negotiations in respect of counsel) in connection with the preparation, execution and delivery such Loans or Letters of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by Credit. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, the Swingline Lender and the Lenders (including the reasonable feesIssuing Bank, out-of-pocket expenses and other reasonable expenses each Related Party of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection any of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or thereinforegoing Persons (each such Person being called an "Indemnitee") against, and (c) all reasonable hold each Indemnitee harmless from, any and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable related expenses (includingincluding the fees, without limitationcharges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all expenses fees and time charges and disbursements for attorneys who may be employees of litigation any Indemnitee, incurred by any Indemnitee or preparation therefor whether asserted against any Indemnitee by any third party or not by the Indemnified Borrower or any other Loan Party is a party thereto) which any of them may pay or incur arising out of, in connection with, or as a result of (i) the execution or relating to delivery of this Agreement, the any other Loan DocumentsDocument 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 direct or indirect application use or proposed application use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); (iii) the use by any Person of any Borrowing hereunderinformation or materials obtained by or through SyndTrak or other internet web sites; (iv) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, except or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, provided that the foregoing such indemnity shall not apply not, as to any Indemnified Party Indemnitee, be available to the extent that any such losses, claims, etc. damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by a final and non-appealable nonappealable judgment to have resulted from such Indemnified Party’s Gross Negligence the gross negligence or willful misconduct. In the case misconduct of an investigation, litigation such Indemnitee or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if the General Partner 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. The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, any collateral described therein, or any payments due thereunder, and save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent, the Issuing Bank or the Borrower’s Swingline Lender under paragraphs (a), (b) or (c) of this Section 10.3, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations Swingline Lender, as the case may be, such Lender's Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that the unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any 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 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 the other Loan Documents or the transactions contemplated hereby or thereby. All amounts due under this Section ‎Section 10.3 shall survive the termination of this Agreementbe payable promptly after written demand therefor.

Expenses; Indemnification. Subject to The Borrower shall reimburse the provisions of this AgreementAgent for any costs, the Borrower will pay (a) all out-of-pocket costs internal charges and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and other reasonable fees and reasonable expenses for attorneys for the Agent, which attorneys may be employees of counselthe Agent) paid or incurred by the Agent in connection with the preparation, execution negotiation, execution, delivery, review, amendment, modification, and delivery administration of this Agreementthe Loan Documents; provided that the provisions of Section 12.2.1 and 12.3.1 shall govern with respect to payment of the fees and expenses associated with the sale of participating interests in, and assignments of, the Notes, Loans. The Borrower also agrees to reimburse the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable feesfor any costs, internal charges and out-of-pocket expenses (including, without limitation, all reasonable fees and other reasonable expenses of counsel to for attorneys for the Administrative 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 and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAgent and each Lender, their Affiliates, and their respective its directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party Agent or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Properties, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party a Lender to the extent that any losses, claims, etc. damages, penalties, judgments, liabilities and expenses are determined by a court the result of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence Lender's gross negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject The Parent shall reimburse the Administrative Agent and the Arrangers for any out‑of‑pocket expenses (including reasonable and reasonably documented attorneys’ fees and time charges of one primary counsel and, if reasonably necessary, one local counsel in each relevant jurisdiction material to the provisions interests of this Agreement, the Borrower will pay Lenders taken as a whole (awhich may be a single counsel acting in multiple material jurisdictions) all out-of-pocket costs and expenses for the Administrative Agent or the Arrangers) paid or incurred by the Administrative Agent and or the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) Arrangers in connection with the preparation, execution negotiation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, and delivery administration of this Agreementthe Loan Documents. The Parent also agrees to reimburse the Administrative Agent, the NotesArrangers and the Lenders for any costs, internal charges and out‑of‑pocket expenses (including attorneys’ fees and time charges of attorneys for the Administrative Agent, the Loan Documents Arrangers and any other agreements the Lenders, which attorneys may be employees of the Administrative Agent, the Arrangers or documents referred to herein the Lenders) paid or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and Agent, the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) Arrangers or any Lender in connection with the enforcement and protection collection of the rights Obligations or the enforcement of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearDocuments. The Borrower Parent further agrees to indemnify the LendersAdministrative Agent, the Arrangers and each Lender, their Affiliatesrespective affiliates, and each of their respective partners, trustees, administrators, advisors, agents, directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, the Arrangers or any Lender or any affiliate is a party theretothereto and whether brought by the Parent or any other Person) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby hereby, or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, Credit Extension hereunder except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. they are determined in a final non-appealable judgment by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the gross negligence, bad faith or willful misconductmisconduct of the party seeking indemnification. In This Section 9.6 shall supersede any and all indemnification provisions entered into before the case of an investigationdate hereof among the Parent and the Administrative Agent, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoany Arrangers and any Lenders. The obligations of the Borrower Parent under this Section 9.6 shall survive the termination of this Agreement. This Section 9.6 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) Prologis and, in the case of clause (iii) below, each Loan Party (provided each Borrower shall only be liable for the enforcement costs incurred with respect to the Loan Documents to which such Borrower is a party, and provided, further, Prologis shall be liable for all enforcement costs incurred with respect to all of the Loan Documents) shall pay within 30 days after written notice from Administrative Agent, (i) all reasonable and documented out-of-pocket costs and expenses incurred by the of Administrative Agent (including reasonable and documented fees and disbursements of special counsel Milbank LLP and Mori Hamada & Matsumoto), in connection with the preparation of this Agreement, the Loan Documents and the Arranger documents and instruments referred to therein, and any waiver or consent hereunder or any amendment hereof or any Default or Event of Default or alleged Default or Event of Default hereunder, (including ii) all reasonable and documented fees and disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable fees, and documented out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (each Lender, including the reasonable fees, out-of-pocket expenses and other reasonable expenses documented fees and disbursements of counsel to the for Administrative Agent and each of the Lenders) , in connection with the enforcement and protection of the rights Loan Documents, including the Notes and any other instruments referred to therein, and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided that the attorneys’ fees and disbursements for which any Loan Party is obligated under this subsection (a)(iii) shall be limited to the reasonable and documented non-duplicative fees and disbursements of (A) counsel for Administrative Agent and (B) counsel for all of the Lenders as a group; and provided, further, that all other costs and expenses for which any Loan Party is obligated under this Agreement, subsection (a)(iii) shall be limited to the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary documented non-duplicative costs and expenses of periodic audits by the Administrative Agent’s personnel . For purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall mean a single outside law firm representing Administrative Agent and (2) counsel for all of the Borrower’s books and records provided that prior to an Event of Default, Lenders as a group shall mean a single outside law firm representing such Lenders as a group (which law firm may or may not be the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreementsame law firm representing Administrative Agent).

Expenses; Indemnification. Subject to the provisions 8.1 The Borrower will, on demand, indemnify and hold harmless each of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the for and against all reasonable fees, and documented out-of-pocket expenses and other reasonable expenses expenses, including legal fees, incurred by it by reason of counsel to the enforcement of its rights under this Agreement, including, but not limited to, costs of collection. The Borrower shall indemnify the Administrative Agent and the Lenders) in connection with the enforcement each Lender, and protection each Affiliate of any of the rights foregoing Persons and each of the Lenders under this Agreementtheir respective officers, the Notes, the Loan Documents or any other agreement or document referred to herein or thereindirectors and employees (each such Person being called an Indemnitee) against, and (c) all reasonable to hold each Indemnitee harmless from, any and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and related expenses, including the reasonable expenses and documented fees, charges and disbursements of any counsel for any Indemnitee, in each case, payable by any Indemnitee to any governmental authority or other third party (includingother than any Affiliate of any Indemnitee) arising out of, without limitationin connection with, all expenses or as a result of litigation (i) the performance by the parties hereto of their respective obligations hereunder or preparation therefor the consummation of the transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not the Indemnified Party any other theory and regardless of whether any Indemnitee is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except ; provided that the foregoing such indemnity shall not apply not, as to any Indemnified Party Indemnitee, be available to the extent that any such losses, claims, etc. damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and non-appealable nonappealable judgment to have resulted from such Indemnified Party’s Gross Negligence the gross negligence or willful misconductmisconduct of such Indemnitee. In To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under either of the two preceding paragraphs of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the date of the request for such indemnification) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Lender in its capacity as such. The Borrower will, on demand, reimburse the Administrative Agent and the Initial Lender for and against all legal fees, charges and disbursements of counsel to the Administrative Agent and the Initial Lender (other than the allocated costs of internal counsel) incurred by reason of the execution and delivery of this Agreement and the other Loan Documents and the other documents contemplated hereby, in an investigationaggregate amount not to exceed USD75,000. This Section 8.1 shall not apply to any Tax that is the subject of Section 3.9, litigation or proceeding except to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by extent that the Borrower fails to deduct or withhold Taxes in respect of which it would have been required to pay an Additional Amount, and such Taxes are assessed directly against a Lender or the General Partner Administrative Agent (excluding any penalties or interest in respect of such Taxes that result from the Borrower’s gross negligence or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations willful misconduct of the Borrower under this Section shall survive the termination of this AgreementAdministrative Agent or such Lender).

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (ai) all out-of-pocket costs and expenses incurred by The Borrowers shall reimburse the Administrative Agent and the Arranger (including the reasonable feesfor any costs, internal charges and out-of-pocket expenses (including reasonable attorneys’ and other reasonable paralegals’ fees, time charges and expenses of counsel) in connection with attorneys and paralegals for the preparationAdministrative Agent and Arranger, execution which attorneys and delivery paralegals may not be employees of this Agreementthe Administrative Agent or the Arranger, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses of and fees for other advisors and professionals engaged by the Administrative Agent or the Arranger) paid or incurred by the Administrative Agent or the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification, administration and collection of the Loan Documents. The Borrowers also agree to reimburse the Agents, the Arranger, the LC Issuers and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including reasonable attorneys’ and other reasonable paralegals’ fees, time charges and expenses of counsel to attorneys and paralegals for the Administrative Agent Agents, the Arranger, the LC Issuers and the Lenders, which attorneys and paralegals may not be employees of the Agents, the Arranger, the LC Issuers or the Lenders) paid or incurred by the Agents, the Arranger, any LC Issuers or any Lender in connection with the collection and enforcement and protection of the rights of Loan Documents. Notwithstanding anything herein or in any other Loan Document to the Lenders under contrary, any and all provisions in this Agreement, Agreement or in any other Loan Document that obligates the Notes, the Loan Documents Company or any other agreement of its Subsidiaries to pay the attorney’s fees or document referred expenses of another Person shall be deemed to herein obligate the Company or therein, such Subsidiary (as the case may be) to pay the actual and (c) all reasonable and customary costs attorney’s fees and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books such Person and records provided that prior to an Event of Default, the Borrower such fees and expenses shall be required calculated without giving effect to pay for only one such audit during any year. The Borrower further agrees statutory presumptions as to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby reasonableness or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except amount thereof that the foregoing indemnity shall not may apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreementapplicable law.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by The Borrower shall reimburse the Administrative Agent and the Arranger (including the Arrangers for any reasonable feescosts, internal charges and out-of-pocket expenses (including outside attorneys’ and other reasonable paralegals’ fees and, with the consent of the Borrower (provided that no such consent shall be required if a Default shall be continuing), expenses of counseland fees for other advisors and professionals engaged by the Administrative Agent or the Arrangers) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements paid or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent or the Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the Internet), review, amendment, modification and administration of the Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, the Arrangers, the LC Issuers and the Lenders (including the reasonable feesfor any costs, internal charges and out-of-pocket expenses (including outside attorneys’ and other reasonable paralegals’ fees and expenses of counsel to outside attorneys and paralegals for the Administrative Agent Agent, the Arrangers, the LC Issuers and the Lenders) paid or incurred by the Administrative Agent, the Arrangers, any LC Issuer or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined Expenses being reimbursed by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section include, without limitation, costs and expenses incurred in connection with the Reports described in the following sentence. The Borrower acknowledges that from time to time MUFG may prepare and may distribute to the Lenders (but shall survive have no obligation or duty to prepare or to distribute to the termination Lenders) certain audit reports (the “Reports”) pertaining to the Borrower’s assets for internal use by MUFG from information furnished to it by or on behalf of the Borrower, after MUFG has exercised its rights of inspection pursuant to this Agreement.

Expenses; Indemnification. Subject Borrower covenants and agrees to pay all reasonable costs, expenses and charges (including, without limitation, all reasonable fees and expenses of counsel, engineers, appraisers and consultants) incurred by Administrative Agent in connection with (i) the provisions preparation for and consummation of the transactions contemplated hereby or for the performance hereof and of the other Loan Documents, and for any services which may be required in addition to those normally and reasonably contemplated hereby and (ii) the enforcement hereof or of any or all of the other Loan Documents; provided, however, that Borrower shall not be responsible for (x) the fees and expenses of legal counsel for any Lender other than The Dime incurred in connection with said counsel's review of this AgreementAgreement and the other Loan Documents prior to execution and (y) costs, the Borrower will pay (a) all out-of-pocket costs expenses and expenses charges incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) Lenders in connection with the preparationadministration or syndication of the Loan. In connection with the foregoing, execution and delivery of this AgreementLenders agree, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the extent practicable, to appoint a single counsel and local counsel, selected by Administrative Agent and the Lenders) Agent, to act on behalf of all Lenders in connection with the enforcement and protection of the rights of the Lenders under this AgreementLoan Documents. If Borrower fails to pay promptly any costs, the Notescharges or expense required to be paid by it as aforesaid, the Loan Documents and Administrative Agent or any other agreement Lender pays such costs, charges or document referred to herein or thereinexpenses, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay reimburse Administrative Agent or such Lender, as appropriate, on demand for only one such audit during any yearthe amounts so paid, together with interest thereon at the Default Rate for Prime Based Loans from the date of demand. The Borrower further agrees to indemnify the Lenders, their Affiliates, Administrative Agent and each Lender and their respective directors, officers, employeesemployees and agents from, agents and advisors (eachhold each of them harmless against, an “Indemnified Party”) against any and all losses, liabilities, claims, damages, penalties, judgments, liabilities and reasonable damages or expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which incurred by any of them may pay or incur arising out of or by reason of (A) any claims by brokers due to acts or omissions by Borrower or (B) any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application any actual or proposed application use by Borrower of the proceeds of the Loans, including without limitation, the reasonable fees and disbursements of counsel incurred in connection with any Borrowing hereundersuch investigation or litigation or other proceedings (but excluding any such losses, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any lossesliabilities, claims, etc. are determined damages or expenses incurred by a court reason of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the gross negligence or willful misconduct. In misconduct of the case of an investigation, litigation or proceeding Person to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoindemnified). The obligations of the Borrower under this Section and under Article III shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of this Agreementthe Loan Commitments.

Expenses; Indemnification. Subject to The Borrower shall reimburse the provisions of this Agreement, the Borrower will pay (a) all Administrative Agent for any reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees of a single firm of counsel) paid or incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution and delivery amendment or modification of this Agreement, the Notes, the Loan Documents and Documents. The Borrower also agrees to reimburse the Administrative Agent for any other agreements or documents referred to herein or therein and any amendments thereto, (b) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees of a single firm of counsel) paid or incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, each Lender and their Affiliates, and their respective directors, officers, employees, agents officers and advisors employees (each, an the “Indemnified PartyPersons”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable fees and reasonable expenses of litigation or preparation therefor whether or not a single firm of counsel to the Indemnified Parties (or in the case of a conflict of interest where an affected Indemnified Party is a party thereto) which any notifies the Borrower of them may pay such conflict, an additional firm of counsel for such affected Indemnified Party or incur Indemnified Parties), in each case arising out of or relating in connection with or by reason of any investigation, litigation or proceeding (each, a “Proceeding”) related to or arising out of this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any lossesof the foregoing arise (a) out of the fraud, claims, etc. are gross negligence or willful misconduct of the party seeking indemnification therefor as finally determined by a final, non-appealable judgment of a court of competent jurisdiction jurisdiction, (b) from claims of an Indemnified Person against any Affiliate or related Indemnified Person of such Indemnified Person or (c) as a result of any obligation owed by such Indemnified Party to any third party based upon contractual obligations of such Indemnified Party owing to such third party which are not expressly referenced in this Agreement. To the extent permitted by applicable law, (x) the Borrower shall not assert, and hereby waives, any claim against any of the foregoing Indemnified Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Facility Letter of Credit or the use of the proceeds thereof and (y) the Administrative Agent, the Co-Syndication Agents, the Arrangers and the Lenders shall not assert, and hereby waive, any claim against any of the Borrower and any other Loan Party, or any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Facility Letter of Credit or the use of the proceeds thereof, provided that nothing in clause (a) above shall relieve Borrower or any other Loan Party of any obligation it may have to indemnify an Indemnified Person against special, indirect, consequential or punitive damages asserted against such Indemnified Person by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretothird party. The obligations of the Borrower under this Section 9.7 shall survive the termination of this Agreement. This Section 9.7 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. Subject Borrower covenants and agrees to pay all costs, expenses and charges (including, without limitation, all reasonable fees and expenses of counsel, engineers, appraisers and consultants) incurred by Administrative Agent or any Lender in connection with (i) the provisions preparation for and consummation of the transactions contemplated hereby or for the performance hereof and of the other Loan Documents, and for any services which may be required in addition to those normally and reasonably contemplated hereby and (ii) the enforcement hereof or of any or all of the other Loan Documents; provided, however, that Borrower shall not be responsible for (x) the fees and expenses of legal counsel for any Lender other than UBS incurred in connection with said counsel's review of this AgreementAgreement and the other Loan Documents prior to execution, the Borrower will pay (ay) all out-of-pocket costs costs, expenses and expenses 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 Arranger (including the reasonable fees, out-of-pocket expenses fees and other reasonable expenses of Administrative Agent's counsel) in and (z) the fees and expenses of any Participant or Assignee or their respective counsel. In connection with the preparationforegoing, execution and delivery of this AgreementLenders agree, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the extent practicable, to appoint a single counsel and local counsel, selected by Administrative Agent and the Lenders) Agent, to act on behalf of all Lenders in connection with the enforcement and protection of the rights of the Lenders under this AgreementLoan Documents. If Borrower fails to pay promptly any costs, the Notescharges or expense required to be paid by it as aforesaid, the Loan Documents and Administrative Agent or any other agreement Lender pays such costs, charges or document referred to herein or thereinexpenses, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay reimburse Administrative Agent or such Lender, as appropriate, on demand for only one such audit during any yearthe amounts so paid, together with interest thereon at the Default Rate for Base Rate Loans from the date of demand. The Borrower further agrees to indemnify the Lenders, their Affiliates, Administrative Agent and each Lender and their respective directors, officers, employeesemployees and agents from, agents and advisors (eachhold each of them harmless against, an “Indemnified Party”) against any and all losses, liabilities, claims, damagesdamages 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, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses the reasonable fees and disbursements of counsel incurred in connection with any such investigation or litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which other proceedings (but excluding any of them may pay or incur arising out of or relating to this Agreementsuch losses, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any lossesliabilities, claims, etc. are determined damages or expenses incurred by a court reason of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the gross negligence or willful misconduct. In misconduct of the case of an investigation, litigation or proceeding Person to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoindemnified). The obligations of the Borrower under this Section and under Article III shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of this Agreementthe Loans.

Expenses; Indemnification. Subject to The Borrower shall reimburse the provisions of this Agreement, the Borrower will pay (a) all Administrative Agent for any reasonable out-of-pocket costs and expenses (including, without limitation, all reasonable attorneys’ fees of a single firm of counsel) paid or incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution and delivery amendment or modification of this Agreement, the Notes, the Loan Documents and Documents. The Borrower also agrees to reimburse the Administrative Agent for any other agreements or documents referred to herein or therein and any amendments thereto, (b) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees of a single firm of counsel) paid or incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, each Lender and their Affiliates, and their respective directors, officers, employees, agents officers and advisors employees (each, an the “Indemnified PartyPersons”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable fees and reasonable expenses of litigation or preparation therefor whether or not a single firm of counsel to the Indemnified Parties (or in the case of a conflict of interest where an affected Indemnified Party is a party thereto) which any notifies the Borrower of them may pay such conflict, an additional firm of counsel for such affected Indemnified Party or incur Indemnified Parties), in each case arising out of or relating in connection with or by reason of any investigation, litigation or proceeding (each, a “Proceeding”) related to or arising out of this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any lossesof the foregoing arise (a) out of the fraud, claims, etc. are gross negligence or willful misconduct of the party seeking indemnification therefor as finally determined by a final, non-appealable judgment of a court of competent jurisdiction jurisdiction, (b) from claims of an Indemnified Person against any Affiliate or related Indemnified Person of such Indemnified Person or (c) as a result of any obligation owed by such Indemnified Party to any third party based upon contractual obligations of such Indemnified Party owing to such third party which are not expressly referenced in this Agreement. To the extent permitted by applicable law, (x) the Borrower shall not assert, and hereby waives, any claim against any of the foregoing Indemnified Parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Facility Letter of Credit or the use of the proceeds thereof and (y) the Administrative Agent, the Co-Syndication Agents, the Arrangers and the Lenders shall not assert, and hereby waive, any claim against any of the Borrower and any other Loan Party, or any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or the use of the proceeds thereof, provided that nothing in clause (a) above shall relieve Borrower or any other Loan Party of any obligation it may have to indemnify an Indemnified Person against special, indirect, consequential or punitive damages asserted against such Indemnified Person by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretothird party. The obligations of the Borrower under this Section shall survive the termination of this Agreement. This Section 9.7 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Expenses; Indemnification. Subject to The Borrower shall reimburse the provisions of this AgreementIndemnified Parties on demand for any costs, the Borrower will pay (a) all out-of-pocket costs internal charges and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and other reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of counselthe Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of XX Xxxxxx Xxxxx Bank, N.A. in its capacity as Administrative Agent) in connection with the preparation, execution negotiation, execution, delivery, review, amendment, modification, and delivery administration of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. The Borrower also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent Indemnified Parties and the Lenders (including the for any costs, internal charges and reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees and other reasonable expenses of counsel to for attorneys for the Administrative Agent Indemnified Parties and the Lenders, which attorneys may be employees of the Indemnified Parties or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of XX Xxxxxx Chase Bank, N.A., in its capacity as Administrative Agent), or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the Lenders, their AffiliatesIndemnified Parties, and each Lender and their respective directors, officers, employees, agents agents, attorneys and professional advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Credit Extension hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreement.

Expenses; Indemnification. Subject (i) Each Lender agrees to reimburse Agent and each of its officers, directors, and agents (to the provisions extent not reimbursed by any Credit Party) promptly upon demand, severably and ratably, of this Agreement, the Borrower will pay (a) all out-of-pocket any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Taxes paid in the name of, or on behalf of, any Credit Party) that may be incurred by the Administrative Agent or any of its officers, directors, and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) agents in connection with the preparation, execution and delivery syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of this Agreementits rights or responsibilities under, the Notes, the any Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or thereinDocument, and (cii) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further each Lender agrees to reimburse and indemnify the Lenders, their Affiliates, Agent and their respective directors, each of its officers, employeesdirectors and agents for and against any and all liabilities, agents and advisors (eachobligations, an “Indemnified Party”) against all losses, claims, damages, penalties, actions, judgments, liabilities and reasonable suits, costs, expenses (including, without limitation, all expenses attorneys’ fees and expenses), advances or disbursements of litigation any kind or preparation therefor whether nature whatsoever which may be imposed on, incurred by, or not the Indemnified Party is a party thereto) which asserted against Agent in any of them may pay way relating to or incur arising out of this Agreement or relating to any of the Loan Documents or any action taken or omitted by Agent under this Agreement, Agreement or any of the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunderin proportion to each Lender’s Pro Rata Share, except that the foregoing indemnity shall not apply to any Indemnified Party but only to the extent that any of the foregoing is not reimbursed by Borrower; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, claimsdamages, etc. are penalties, actions, judgments, suits, costs, expenses, advances or disbursements of Agent to the extent resulting from Agent’s gross negligence or willful misconduct as determined by a final non-appealable order by a court of competent jurisdiction jurisdiction. If any indemnity furnished to Agent for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against even if so directed by a final and non-appealable judgment to have resulted from the Requisite Lenders, Requisite Revolving Lenders or such Indemnified Party’s Gross Negligence or willful misconduct. In other portion of the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity Lenders as shall be effective whether or not prescribed by this Agreement until such investigation, litigation or proceeding additional indemnity is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretofurnished. The obligations of the Borrower Lenders under this Section 8.2(j) shall survive the payment in full of the Obligations and the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the The Borrower will pay (a) all out-of-pocket costs and expenses incurred by shall reimburse the Administrative Agent Agent, and the Arranger (including the reasonable feesArrangers for any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and other reasonable expenses time charges of counselattorneys for the Administrative Agent and the Arrangers, which attorneys may be employees of the Administrative Agent or any Arranger) paid or incurred by the Administrative Agent or any Arranger in connection with the preparation, execution negotiation, execution, delivery, review, amendment, modification, syndication and delivery administration of this Agreementthe Loan Documents. The Borrower also agrees to reimburse the Administrative Agent, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent Arrangers and the Lenders (including the reasonable feesfor any costs, internal charges and out-of-pocket expenses (including attorneys’ fees and other reasonable expenses time charges of counsel to attorneys for the Administrative Agent Agent, the Arrangers and the Lenders, which attorneys may be employees of the Administrative Agent, any Arranger or the Lenders) paid or incurred by the Administrative Agent, any Arranger or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearDocuments. The Borrower further agrees to indemnify the LendersAdministrative Agent, their Affiliateseach Arranger and each Lender, and their respective its directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, any Arranger or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunderLoan hereunder or the use or intended use of any Facility Letter of Credit, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court they arise out of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the gross negligence or willful misconduct. In misconduct of the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoseeking indemnification. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject AeroCentury will from time to time reimburse National City as the provisions of this Agreement, the Borrower will pay (a) Agent promptly following demand for all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses (including the reasonable fees and other reasonable expenses of legal counsel) in connection with (i) the preparation of the Loan Documents (not to exceed $25,000), (ii) the making of any Loans, (iii) the administration or revision of the Loan Documents, and (iv) the enforcement of the Loan Documents; and reimburse the Banks for all reasonable out-of-pocket expenses (including reasonable fees and expenses of legal counsel) in connection with the preparationenforcement of the Loan Documents. In addition to the payment of the foregoing expenses, execution AeroCentury hereby agrees to indemnify, protect and delivery hold the Agent, each Bank and any holder of this Agreementeach Note and the officers, directors, employees, agents, affiliates and attorneys of the Agent, each Bank and such holder (collectively, the Notes"Indemnitees") harmless from and against any and all liabilities, the Loan Documents obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any other agreements kind or documents referred to herein or therein and any amendments theretonature, (b) all out-of-pocket costs including reasonable fees and expenses of legal counsel, which may be imposed on, incurred by, or asserted against such Indemnitee by AeroCentury or other third parties and arise out of or relate to this Agreement or the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement matter whatsoever related to the transactions contemplated by or document referred to herein in this Agreement or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents; provided, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunderhowever, except that the foregoing indemnity AeroCentury shall not apply have no obligation to any Indemnified Party an Indemnitee hereunder to the extent that any losses, claims, etc. are the liability incurred by such Indemnitee has been determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence be the result of gross negligence or willful misconduct. In the case misconduct of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this AgreementIndemnitee.

Expenses; Indemnification. Subject to (i) The Borrower shall reimburse the provisions Agent and the Arrangers for all reasonable costs, internal charges and out of this Agreementpocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent, which attorneys may be employees of the Borrower will pay (aAgent or an Arranger) all out-of-pocket costs and expenses paid or incurred by the Administrative Agent and or the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) Arrangers in connection with the preparation, execution negotiation, execution, delivery, syndication, review, amendment, modification, and delivery administration of this Agreementthe Loan Documents. The Borrower agrees to reimburse the Agent, the NotesArrangers and the Lenders for all reasonable costs, internal charges and out of pocket expenses (including reasonable attorneys' fees and time charges of attorneys for the Agent, the Loan Documents Arrangers and any other agreements the Lenders, which attorneys may be employees of the Agent, an Arrangers or documents referred to herein a Lender) paid or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and Agent, the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) Arrangers or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders Obligations under this Agreement, the Notes, the Loan Documents (including in any "work-out" or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel restructuring of the Borrower’s books and records provided that prior to an Event Obligations of Default, the Borrower shall be required to pay for only one such audit during any yearresulting from the occurrence of a Default). (ii) The Borrower further agrees to indemnify the LendersAgent, each Arranger, each Lender, their Affiliatesrespective affiliates, and their respective each of the directors, officersofficers and employees of the foregoing Persons (collectively, employees, agents and advisors (each, an “the "Indemnified Party”Parties") against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable expenses of litigation or preparation therefor whether or not the any Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, Loan hereunder except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. they are determined in a final non- appealable judgment by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the gross negligence or willful misconduct. In misconduct of the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoseeking indemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.. 9.7

Expenses; Indemnification. Subject to the provisions of this Agreement, the The Borrower will pay (a) all out-of-pocket costs and expenses incurred by shall reimburse the Administrative Agent for any costs, internal charges and the Arranger (including the reasonable fees, out-of-pocket expenses (including, without limitation, all Appraisal costs, all reasonable fees for consultants and other fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of counselthe Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparationadministration, execution amendment, modification, and delivery enforcement of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. The Borrower also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including, without limitation, all fees and other reasonable expenses of counsel to for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, each Lender and their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) officers against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor therefore whether or not the Indemnified Party Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this the Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the foregoing arise out of the gross negligence or willful misconductmisconduct of the party seeking indemnification therefore. In The Borrower agrees not to assert any claim against the case Administrative Agent or any Lender, any of an investigationtheir respective Affiliates, litigation or any of their or their respective Affiliates’ officers, directors, employees, attorneys and agents, on any theory of liability, for consequential or punitive damages arising out of or otherwise relating to any facility hereunder, the actual or proposed use of the Loans or any Letter of Credit, the Loan Documents or the transactions contemplated thereby. The Borrower agrees that during the term of the Agreement, it shall under no circumstances claim, and hereby waives, any right of offset, counterclaim or defense against the Administrative Agent or any Lender with respect to the Obligations arising from, due to, related to or caused by any obligations, liability or other matter or circumstance which is not the Obligations and is otherwise unrelated to the Agreement. Any assignee of a Lender’s interest in and to the Agreement, its Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which the Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by the Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to which the indemnity interpose or assert any such unrelated offset, counterclaim or defense in this Section applies, any such indemnity shall be effective whether or not such investigation, litigation action or proceeding is brought hereby expressly waived by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this the Agreement.

Expenses; Indemnification. Subject to The Company shall reimburse the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger for (including the a) any reasonable fees, costs and out-of-pocket expenses (including reasonable attorneys’ fees, time charges and other reasonable expenses of counselcounsel for the Agent) paid or incurred by the Agent or the Arranger in connection with the preparation, execution review, execution, delivery, syndication, distribution (including via the internet), administration, amendment and delivery modification of this Agreement, the Notes, the Loan Credit Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket any reasonable costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys’ fees, time charges and other reasonable expenses of counsel to counsel) paid or incurred by the Administrative Agent or the Arranger on its own behalf or on behalf of any Bank and, on or after the date upon which an Event of Default specified in Section 9.1(a) or 9.1(e) has occurred and the Lenders) is continuing, each Bank, in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearCredit Documents. The Borrower Company further agrees to indemnify the LendersAgent, the Arranger, each Bank and their Affiliatessuccessors and permitted assigns, and their respective Affiliates, and the directors, officers, employeesemployees and agents of the foregoing (all of the foregoing, agents and advisors (each, an the “Indemnified Party”) Persons), against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, including all reasonable expenses of litigation or preparation therefor whether or not the an Indemnified Party Person is a party thereto) ), regardless of whether such matter is initiated by a third party or by the Company or any of its Affiliates or equityholders, which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Credit Documents, the transactions contemplated hereby or hereby, the direct or indirect application or proposed application of the proceeds of any Borrowing Advance hereunder, except any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by the Company or any Subsidiary or any Environmental Liability related in any way to the Company or any Subsidiary; provided that the foregoing indemnity Company shall not apply be liable to any Indemnified Party Person for any of the foregoing to the extent that any losses, claims, etc. they are determined by a court of competent jurisdiction by a final and non-appealable nonappealable judgment to have resulted arisen from the gross negligence or willful misconduct of such Indemnified Party’s Gross Negligence Person. Without limiting the foregoing, the Company shall pay any civil penalty or willful misconduct. In fine assessed by OFAC against any Indemnified Person, and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Person) incurred in connection with defense thereof, as a result of any breach or inaccuracy of the case of an investigation, litigation or proceeding to which the indemnity representation made in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto5.13. The obligations of the Borrower Company under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject Borrower agrees to the provisions of this Agreement, the Borrower will pay (a) reimburse Administrative Agent on demand for all reasonable out-of-pocket costs costs, expenses, and expenses charges (including, without limitation, all reasonable fees and charges of engineers, appraisers and external legal counsel) incurred by the Administrative Agent in connection with the Loans and to reimburse each of the Arranger (including the Banks for reasonable fees, out-of-pocket legal costs, expenses and other reasonable expenses charges incurred by each of counsel) the Banks in connection with the preparation, execution and delivery performance or enforcement of this Agreement, the Notes, the Loan Documents and or any other agreements or documents referred to herein or therein Loan Documents; provided, however, that Borrower is not responsible for costs, expenses and any amendments thereto, (b) all out-of-pocket costs and expenses charges incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) Bank Parties in connection with the enforcement and protection administration or syndication of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or Loans (other than any other agreement or document referred administration fee payable to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the ). Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify Administrative Agent, each Bank, Affiliates of the Lenders, their Affiliatesforegoing, and their respective directors, officers, employees, agents and advisors (eachfrom, an “Indemnified Party”) against and hold each of them harmless against, any and all losses, liabilities, claims, damages, penalties, judgments, liabilities and reasonable damages or expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which incurred by any of them may pay or incur arising out of or relating to this Agreement, by reason of (w) the other execution or delivery of the Loan Documents, the transactions contemplated hereby Documents by Borrower or the direct or indirect application or proposed application use of the proceeds of the Loans by Borrower, (x) any Borrowing hereunderclaims by brokers due to acts or omissions by Borrower, except that the foregoing indemnity shall not apply (y) any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any Indemnified Party actual or proposed use by Borrower of the proceeds of the Loans, including without limitation, the reasonable fees and disbursements of third-party counsel incurred in connection with any such investigation or litigation or other proceedings or (z) third party claims or actions against any Bank or Administrative Agent relating to or arising from this Agreement and the extent transactions contemplated pursuant to this Agreement provided, however, that such indemnification shall exclude any such losses, liabilities, claims, etc. are damages or expenses incurred by reason of the gross negligence or willful misconduct of the person to be indemnified as determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoa court of competent jurisdiction. The obligations of the Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of this Agreementthe Loan Commitments.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket The Company shall reimburse each Agent for any reasonable costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses (including reasonable fees and other reasonable expenses time charges of counselattorneys for such Agent, which attorneys may be employees of such Agent) paid or incurred by such Agent in connection with the preparation, execution negotiation, execution, delivery, review, amendment, modification and delivery administration of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents, except as otherwise agreed in writing from time to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by time. The Company also agrees to reimburse the Administrative Agent Agents and the Lenders (including the for any reasonable feescosts, and out-of-pocket expenses (including reasonable fees and other reasonable expenses time charges of counsel to attorneys for the Administrative Agent Agents and the Lenders, which attorneys may be employees of the Agents or the Lenders) paid or incurred by either Agent or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred subject to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearlimitations set forth below. The Borrower Company further agrees to indemnify the Lenders, their Affiliateseach Agent and each Lender, and their respective directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party either Agent or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunderLoan subject to the limitations set forth below, except provided that the foregoing indemnity Company shall not apply have no obligation to indemnify any Indemnified Party person in respect of any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings except as (and to the extent) provided in Section 3.6 and Section 10.3 hereof. The Company shall have no obligation to indemnify any Agent or Lender (or their respective directors, officers and employees) to the extent that any losses, claims, etc. damages, penalties, judgments, liabilities and expenses are determined by a court of competent jurisdiction by in a final and final, non-appealable judgment order to have resulted from the gross negligence or wilful misconduct of, or violation of applicable laws or any of the Loan Documents by, any such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoPerson. The obligations of the Borrower Company under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to The Company shall reimburse the provisions of this AgreementAgent, the Borrower will pay Sustainability Structuring Agent and each Arranger for (a) all out-of-pocket any reasonable costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys’ fees, time charges and other reasonable expenses of counselcounsel for the Agent) paid or incurred by the Agent or such Arranger in connection with the preparation, execution review, execution, delivery, syndication, distribution (including via the internet), administration, amendment and delivery modification of this Agreement, the Notes, the Loan Credit Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket any reasonable costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys’ fees, time charges and other reasonable expenses of counsel to counsel) paid or incurred by the Administrative Agent, the Sustainability Structuring Agent or such Arranger on its own behalf or on behalf of any LC Issuer or any Bank and, on or after the date upon which an Event of Default specified in Section 9.1(a) or 9.1(e) has occurred and the Lenders) is continuing, each Bank, in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearCredit Documents. The Borrower Company further agrees to indemnify the LendersAgent, the Sustainability Structuring Agent, each Arranger, each LC Issuer, each Bank and their successors and permitted assigns and their respective Affiliates, and their respective the directors, officers, employeesemployees and agents of the foregoing (all of the foregoing, agents and advisors (each, an the “Indemnified PartyPersons”) ), against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, including all reasonable expenses of litigation or preparation therefor whether or not the an Indemnified Party Person is a party thereto) ), regardless of whether such matter is initiated by a third party or by the Company or any of its Affiliates or equityholders, which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Credit Documents, the transactions contemplated hereby or hereby, the direct or indirect application or proposed application of the proceeds of any Borrowing Credit Extension hereunder, except any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by the Company or any Subsidiary or any Environmental Liability related in any way to the Company or any Subsidiary; provided that the foregoing indemnity Company shall not apply be liable to any Indemnified Party Person for any of the foregoing to the extent that any losses, claims, etc. they are determined by a court of competent jurisdiction by a final and non-appealable nonappealable judgment to have resulted arisen from the gross negligence or willful misconduct of such Indemnified Party’s Gross Negligence Person. Without limiting the foregoing, the Company shall pay any civil penalty or willful misconduct. In fine assessed by OFAC against any Indemnified Person, and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Person) incurred in connection with defense thereof, as a result of any breach or inaccuracy of the case of an investigation, litigation or proceeding to which the indemnity representation made in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto5.14. The obligations of the Borrower Company under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel, which counsel may be employees of Administrative Agent) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders, which counsel may be employees of Administrative Agent or the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party Lenders is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Advance hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party a Lender to the extent that any losses, claims, etc. are determined by a court the result of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified PartyLender’s Gross Negligence gross negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject (a) Borrower agrees (a) to pay or reimburse Administrative Agent and, solely in connection with the initial closing and syndication of the facilities hereunder, the Bookrunners, for all of its and their reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment, supplement or modification to, any of the Loan Documents (including, without limitation, in respect of any notice given by Borrower under Section 2.16(c), whether or not the requested increase is actually effected), and the consummation of the transactions contemplated thereby, including the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel to Administrative Agent and all reasonable and documented out-of-pocket costs and expenses of Administrative Agent in connection with the use of IntraLinks, SyndTrak or other similar information transmission systems in connection with the Loan Documents, (b) without duplication of the provisions of this AgreementSection 2.17(g), the Borrower will to pay (a) to each Fronting Bank all reasonable and documented out-of-pocket costs and expenses incurred by such Fronting Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse Administrative Agent Agent, the Fronting Banks and the Arranger (Banks for all their costs and expenses incurred in connection with the enforcement or preservation of any rights under the Loan Documents, including the reasonable fees, and documented out-of-pocket expenses fees, disbursements and other reasonable expenses charges of counseltheir respective counsel and (d) to the extent not already covered by any of the preceding subsections, to pay or reimburse the fees and disbursements of counsel to Administrative Agent, any Lead Arranger, any Bookrunner, any Fronting Bank and any Bank incurred in connection with the representation of Administrative Agent, such Lead Arranger, any Bookrunner, such Fronting Bank or such Bank in any matter relating to or arising out of any bankruptcy or other proceeding of the type described in Sections 9.01(5), including, without limitation, (i) any motion for relief from any stay or similar order, (ii) the negotiation, preparation, execution and delivery of this Agreementany document relating to the Obligations and (iii) the negotiation and preparation of any debtor in possession financing or any plan of reorganization of Borrower or any other Loan Party, whether proposed by Borrower, such Loan Party, the NotesBanks or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such proceeding or the confirmation or conclusion of any such proceeding. Notwithstanding the foregoing, (i) the obligation to reimburse Administrative Agent, the Loan Documents Lead Arrangers, the Bookrunners, the Banks and any other agreements or documents referred to herein or therein the Fronting Banks for fees and any amendments theretoexpenses of counsel in connection with the matters described in clauses (a), (bc) all and (d) above shall be limited to the reasonable and documented out-of-pocket costs fees, disbursements and other charges of one counsel to Administrative Agent, the Lead Arrangers, the Bookrunners, the Fronting Banks and the Banks and, if reasonably necessary, a single local counsel for Administrative Agent, the Fronting Banks and the Banks in each relevant jurisdiction and with respect to each relevant specialty, and in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction to the affected Bank similarly situated and (ii) except to the extent otherwise agreed among Borrower, the Lead Arrangers and Administrative Agent, Borrower is not responsible for costs, expenses and charges incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) Bank Parties in connection with the enforcement and protection administration or syndication of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or Loans (other than any other agreement or document referred administration fee payable to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year). The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party Other than to the extent that any lossesconstituting a condition to the Closing Date set forth in Section 4.01, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment all reimbursement obligations pursuant to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity 12.04(a) shall be effective whether or due and payable not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations later than fifteen (15) Banking Days following receipt of the Borrower under this Section shall survive the termination of this Agreementa reasonably detailed invoice therefor.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all The Borrower 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 Agent or the Arrangers, which attorneys may be employees of the Agent or the Arrangers) paid or incurred by the Agent or any Arranger in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated). The Borrower also agrees to reimburse the 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 Administrative Agent 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 Arranger (other Loan Documents, including its rights under this Section 9.7, or in connection with the reasonable feesLoans made or any Letters of Credit issued hereunder, including all such out-of-pocket expenses and other 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 expenses of counsel) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) incurred by such Issuer in connection with the enforcement and protection issuance, amendment, renewal or extension of the rights any Letter of the Lenders under this Agreement, the Notes, the Loan Documents Credit or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay demand for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreementpayment thereunder.

Expenses; Indemnification. Subject to (i) The Borrower shall reimburse the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the Arrangers for any reasonable feescosts, internal charges and out-of-pocket expenses (including outside attorneys’ fees and other reasonable time charges of attorneys for the Agent and expenses of and fees for other advisors and professionals engaged by the Agent or the Arrangers of one counsel to the Agent and the Arrangers and one counsel in each relevant local jurisdiction and, in the case of an actual or reasonably perceived conflict of interest where the parties affected by such conflict notify the Borrower of any existence of such conflict and has retained its own counsel, of another firm of counsel for such affected parties) paid or incurred by the Agent or the Arrangers in connection with the investigation, preparation, execution negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification and delivery administration of this Agreementthe Loan Documents. The Borrower also agrees to reimburse the Agent, the NotesArrangers, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments theretoLC Issuers, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including outside attorneys’ fees and other reasonable time charges and expenses of attorneys of one counsel to for the Administrative Agent Agent, the Arrangers, the LC Issuers, and the LendersLenders and one counsel in each relevant local jurisdiction and, in the case of an actual or reasonably perceived conflict of interest where the parties affected by such conflict notify the Borrower of any existence of such conflict and has retained its own counsel, of another firm of counsel for such affected parties) paid or incurred by the Agent, the Arrangers, any LC Issuer, or any Lender in connection with the collection and enforcement and protection of the rights Loan Documents. In addition to expenses set forth above, the Borrower agrees to reimburse, without duplication, the Agent, promptly after the Agent’s request therefor, for each audit and field exam, or other business analysis performed by or for the benefit of the Lenders under Holders of Secured Obligations in accordance with Section 6.9 of this Agreement, Agreement or the Notes, the other Loan Documents in an amount equal to the Agent’s then customary charges for each person employed to perform such audit, field exam or any other agreement or document referred analysis (which, solely with respect to herein or thereincharges for audits of Collateral, and (c) shall not exceed a rate of $850 per day for the Agent performing such audit), plus all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, including without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party theretotravel expenses) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought incurred by the Borrower Agent in the performance of such audit or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreementanalysis.

Expenses; Indemnification. Subject to The Company shall reimburse the provisions of this Agreement, the Borrower will pay Agent and each Arranger for (a) all out-of-pocket costs any reasonable costs, internal charges and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys’ fees and other reasonable expenses time charges of counselattorneys for the Agent) paid or incurred by the Agent or such Arranger in connection with the preparation, execution review, execution, delivery, syndication, distribution (including via the internet), amendment and delivery modification of this Agreement, the Notes, the Loan Credit Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs any reasonable costs, internal charges and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys’ fees and other reasonable expenses time charges of counsel to attorneys for the Administrative Agent) paid or incurred by the Agent or such Arranger on its own behalf or on behalf of any LC Issuer or any Bank and, on or after the date upon which an Event of Default specified in Section 9.1(a) or 9.1(e) has occurred and the Lenders) is continuing, each Bank, in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearCredit Documents. The Borrower Company further agrees to indemnify the LendersAgent, each Arranger, each LC Issuer, each Bank and their respective Affiliates, and their respective the directors, officers, employeesemployees and agents of the foregoing (all of the foregoing, agents and advisors (each, an the “Indemnified Party”) Persons), against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, including all reasonable expenses of litigation or preparation therefor whether or not the an Indemnified Party Person is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Credit Documents, the transactions contemplated hereby or hereby, the direct or indirect application or proposed application of the proceeds of any Borrowing Credit Extension hereunder, except any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by the Company or any Subsidiary or any Environmental Liability related in any way to the Company or any Subsidiary; provided that the foregoing indemnity Company shall not apply be liable to any Indemnified Party Person for any of the foregoing to the extent that any losses, claims, etc. are determined by a court they arise from the gross negligence or willful misconduct of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence Person. Without limiting the foregoing, the Company shall pay any civil penalty or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought fine assessed by the Borrower Office of Foreign Assets Control against any Indemnified Person, and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Person) incurred in connection with defense thereof, as a result of any breach or inaccuracy of the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretorepresentation made in Section 5.14. The obligations of the Borrower Company under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to The Borrower shall reimburse the provisions of this Agreement, the Borrower will pay (a) all Administrative Agent for any reasonable out-of-pocket costs and expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution and delivery amendment or modification of this Agreement, the Notes, the Loan Documents Documents. The Borrower also agrees to reimburse the Administrative Agent for any reasonable internal charges and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred (including, without limitation, all reasonable fees and expenses for attorneys for the Administrative Agent, which attorneys may be employees of the Administrative Agent, plus, if reasonably determined by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to be needed due to differences between the Administrative Agent and the Lenders, one additional outside law firm retained to act as special counsel to the Lenders) paid or incurred by the Administrative Agent in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, each Lender and their Affiliates, and their respective directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable fees and reasonable expenses for attorneys of the indemnified parties, all reasonable expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the foregoing arise (a) out of the gross negligence or willful misconduct. In misconduct of the case party seeking indemnification therefor or of any Affiliate of such party or (b) from claims of an investigationindemnified party against any Affiliate of such indemnified party. To the extent permitted by applicable law, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower shall not assert, and hereby waives, any claim against any of the foregoing indemnified parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Facility Letter of Credit or the General Partner use of the proceeds thereof and (y) the Administrative Agent and the Lenders shall not assert, and hereby waives, any claim against any of the Borrower and any other Loan Party, or any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Facility Letter of Credit or the Borrower’s or use of the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoproceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to The Borrower shall reimburse the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by the Administrative Agent and each of the Arranger (including the Arrangers for any reasonable feescosts, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and other reasonable expenses time charges of counselattorneys for the Agent or the Arrangers, which attorneys may be employees of the Agent or the Arrangers) paid or incurred by the Agent or either Arranger in connection with the preparation, execution negotiation, execution, delivery, review, amendment, modification, and delivery administration of this Agreementthe Loan Documents; provided that in the case of each of the Arrangers, the Notesforegoing 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 Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent Arrangers and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and other reasonable expenses time charges of counsel to attorneys for the Administrative Agent 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, either Arranger or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearDocuments. The Borrower further agrees to indemnify the LendersAgent, each Arranger, each Lender and their respective Affiliates, and their such entities' respective directors, officers, employees, agents officers and advisors employees (each, each an “Indemnified Party”"Indemnitee") against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable expenses of litigation or preparation therefor whether or not the Indemnified Party Agent, either Arranger or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, Loan or Letter of Credit hereunder except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any such losses, claims, etc. damages, penalties, judgments, liabilities and expenses are determined found in a final judgment by a court of competent jurisdiction by a final and non-appealable judgment to have resulted arisen solely from such Indemnified Party’s the Gross Negligence or willful misconduct. In the case misconduct of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoIndemnitee. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by shall reimburse the Administrative Agent for any costs, internal charges and the Arranger (including the reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and other fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of counselthe Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparationamendment, execution modification, and delivery enforcement of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. Borrower also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including, without limitation, all fees and other reasonable expenses of counsel to for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, each Lender and their Affiliates, and their respective directors, officers, employees, employees and agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are of the foregoing arise out of the gross negligence or willful misconduct (as determined by a court of competent jurisdiction by in a final and final, non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In judgment) of the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoseeking indemnification therefor. The obligations of the Borrower under this Section shall survive the termination of this Agreement. This Section 9.7 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc., arising from any non-Tax claim.

Expenses; Indemnification. Subject to The Company shall reimburse (i) the provisions of this AgreementAgent for any costs, the Borrower will pay (a) all out-of-pocket costs internal charges and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other (including reasonable expenses of counsel) attorneys' fees and, in connection with the preparation, execution and delivery of this Agreementthe Loan Documents, time charges of attorneys for the NotesAgent, which attorneys may be employees of the Agent) paid or incurred by the Agent in connection with the preparation, review, execution, delivery, amendment, modification and administration of the Loan Documents provided, however, that such time charges of attorneys for the Agent in connection with the preparation, execution and any other agreements or documents referred delivery of the Loan Documents shall be limited as heretofore agreed to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred in writing by the Administrative Agent and the Company, and (ii) the Agent and the Lenders (including the reasonable feesfor any costs, internal charges and out-of-pocket expenses (including attorneys' fees and other reasonable expenses time charges of counsel to attorneys for the Administrative Agent and the Lenders) paid or incurred by the Agent or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, 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 such collection or enforcement action), any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or any other agreement insolvency or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel bankruptcy proceedings in respect of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearCompany. The Borrower Company further agrees to indemnify the LendersAgent and each Lender, their Affiliates, and their respective its directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party Agent or any Lender is a party thereto) (collectively, the "Indemnified Amounts") which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder; provided, except however, that the foregoing indemnity Company shall not apply be liable to any Lender for any Indemnified Party to the extent that Amounts resulting from any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence Lender's gross negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower Company under this Section 10.6 shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this AgreementThe Company and each Borrowing Subsidiary, the Borrower will pay jointly and severally, shall reimburse (ai) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the for any reasonable feescosts, internal charges and out-of-pocket expenses and other (including reasonable expenses of counsel) attorneys' fees and, in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents Documents, time charges of attorneys for the Administrative Agent and/or the Arranger, which attorneys may be employees of the Administrative Agent and/or the Arranger) including title insurance premiums, lien search charges, recording taxes, filing charges and any other agreements similar expenses paid or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent or the Arranger in connection with the preparation, review, execution, delivery, amendment, modification and administration of the Loan Documents, provided the attorney's fees for the Administrative Agent's outside counsel in connection with the preparation, execution and delivery of the Loan Documents shall not exceed the amount set forth in the letter agreement dated October 19, 1998 and (ii) the Administrative Agent, the Arranger and the Lenders (including the reasonable feesfor any costs, internal charges and out-of-pocket expenses (including attorneys' fees and other reasonable expenses time charges of counsel to attorneys for the Administrative Agent and Agent, the Arranger or the Lenders) paid or incurred by the Administrative Agent, the Arranger or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred (except to herein or therein, and (c) all reasonable and customary costs and expenses the extent that a court of periodic audits by competent jurisdiction rules against the Administrative Agent’s personnel , the Arranger or the Lenders in a final non-appealable judgment in any such collection or enforcement action), any refinancing or restructuring of the Borrower’s books and records credit arrangements provided that prior to an Event under this Agreement in the nature of Default, a "work-out" or any insolvency or bankruptcy proceedings in respect of the Borrower shall be required to pay for only one such audit during Company or any yearBorrowing Subsidiary. The Borrower Company and each Borrowing Subsidiary, jointly and severally, further agrees agree to indemnify the LendersAdministrative Agent, their Affiliatesthe Arranger and each Lender, and their respective directors, officers, employees, agents officers and advisors employees (each, an “Indemnified Party”the "Indemnitees") against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, the Arranger or any Lender is a party thereto) (collectively, the "Indemnified Amounts") which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan hereunder; provided, however, that neither the Company nor any Borrowing hereunder, except that the foregoing indemnity Subsidiary shall not apply be liable to any Indemnitee for any Indemnified Party Amounts to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by has determined in a final and non-appealable judgment to have that the foregoing resulted from such Indemnified Party’s Indemnitee's Gross Negligence or willful misconduct. In The Company and each Borrowing Subsidiary further agree (y) to assert no claims for consequential, special, indirect or punitive damages on any theory of liability in connection in any way with the case of an investigationLoan Documents or the transactions evidenced thereby and (z) not to settle any claim, litigation or proceeding relating to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower Loan Documents or the General Partner transactions evidenced thereby unless such settlement releases all Indemnitees from any and all liability in respect of such transaction or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretounless each Indemnitee approves such settlement. The obligations of the Borrower Company and each Borrowing Subsidiary under this Section 10.6 shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to The Company shall reimburse the provisions of this Agreement, the Borrower will pay Agent and each Arranger for (a) all out-of-pocket any reasonable costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys’ fees, time charges and other reasonable expenses of counselcounsel for the Agent) paid or incurred by the Agent or such Arranger in connection with the preparation, execution review, execution, delivery, syndication, distribution (including via the internet), administration, amendment and delivery modification of this Agreement, the Notes, the Loan Credit Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket any reasonable costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys’ fees, time charges and other reasonable expenses of counsel to counsel) paid or incurred by the Administrative Agent or such Arranger on its own behalf or on behalf of any LC Issuer or any Bank and, on or after the date upon which an Event of Default specified in Section 9.1(a) or 9.1(e) has occurred and the Lenders) is continuing, each Bank, in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearCredit Documents. The Borrower Company further agrees to indemnify the LendersAgent, each Arranger, each LC Issuer, each Bank, each Departing Bank and their successors and permitted assigns and their respective Affiliates, and their respective the directors, officers, employeesemployees and agents of the foregoing (all of the foregoing, agents and advisors (each, an the “Indemnified PartyPersons”) ), against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, including all reasonable expenses of litigation or preparation therefor whether or not the an Indemnified Party Person is a party thereto) ), regardless of whether such matter is initiated by a third party or by the Company or any of its Affiliates or equityholders, which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Credit Documents, the transactions contemplated hereby or hereby, the direct or indirect application or proposed application of the proceeds of any Borrowing Credit Extension hereunder, except any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by the Company or any Subsidiary or any Environmental Liability related in any way to the Company or any Subsidiary; provided that the foregoing indemnity Company shall not apply be liable to any Indemnified Party Person for any of the foregoing to the extent that any losses, claims, etc. they are determined by a court of competent jurisdiction by a final and non-appealable nonappealable judgment to have resulted arisen from the gross negligence or willful misconduct of such Indemnified Party’s Gross Negligence Person. Without limiting the foregoing, the Company shall pay any civil penalty or willful misconduct. In fine assessed by OFAC against any Indemnified Person, and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Person) incurred in connection with defense thereof, as a result of any breach or inaccuracy of the case of an investigation, litigation or proceeding to which the indemnity representation made in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto5.14. The obligations of the Borrower Company under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to Whether or not the provisions of this Agreementtransactions contemplated hereby shall be consummated, the Borrower will pay (a) Company shall pay, and save Prudential, each Purchaser and any Transferee harmless against liability for the payment of, all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable feesreasonable, out-of-pocket expenses arising in connection with such transactions, including (i) (A) all stamp and other documentary taxes and similar charges, (B) costs of obtaining a private placement number for the Notes and (C) reasonable fees and out-of-pocket expenses of counselbrokers, agents, dealers, investment banks or other intermediaries or placement agents, in each case as a result of the execution and delivery of this Agreement or the issuance of the Notes; (ii) document production and duplication charges and the reasonable fees and out-of-pocket expenses of any special counsel engaged by such Purchaser or such Transferee in connection with (A) this Agreement and the transactions contemplated hereby and (B) any subsequent proposed waiver, amendment or modification of, or proposed consent under, this Agreement, whether or not such the proposed action shall be effected or granted; (iii) the reasonable costs and out-of-pocket expenses, including reasonable attorneys’ and financial advisory fees, incurred by such Purchaser or such Transferee in enforcing (or determining whether or how to enforce) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the transactions contemplated hereby or by reason of such Purchaser's or such Transferee's having acquired any Note, including without limitation costs and out-of-pocket expenses incurred in any workout, restructuring or renegotiation proceeding or bankruptcy case; and (iv) any judgment, liability, claim, order, decree, cost, fee, expense, action or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company. The Company will promptly pay or reimburse each Purchaser or holder of a Note (upon demand, in accordance with each such Purchaser’s or holder’s written instructions) for all reasonable fees and costs paid or payable by such Purchaser or holder to the SVO in connection with the preparationinitial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the SVO or any successor organization acceding to the authority thereof. The Company shall indemnify each holder of the Notes and each of its Related Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution and or delivery of this Agreement, the Notes, the Loan Documents and other Note Documents, or any other agreements agreement or documents referred to herein instrument contemplated hereby or therein and any amendments theretothereby, (b) all out-of-pocket costs and expenses incurred the performance by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses parties hereto of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders their respective obligations hereunder or under this Agreement, the Notes, the Loan Documents other Note Documents, or the consummation of the transactions contemplated hereby or thereby, (ii) any Notes or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other agreement theory, whether brought by a third party or document referred to herein by the Company or thereinany of the Company’s directors, shareholders or creditors, and (c) all reasonable and customary costs and expenses regardless of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records whether any Indemnitee is a party thereto; provided that prior such indemnity shall not, as to an Event of Defaultany Indemnitee, be available to the Borrower shall be required to pay for only one extent that such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable or related expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable nonappealable judgment to have resulted from such Indemnified Party’s Gross Negligence the gross negligence or willful misconduct. In the case misconduct of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoIndemnitee. The obligations of the Borrower Company under this Section paragraph 11B shall survive the termination transfer of this Agreementany Note or portion thereof or interest therein by any Purchaser or Transferee and the payment of any Note.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all The Loan Parties shall, jointly and severally, reimburse the Administrative Agent and the Arrangers for any reasonable costs and out of pocket expenses (including reasonable and documented out-of-pocket costs attorneys’ fees and expenses charges of one primary counsel for the Administrative Agent, which attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative Agent and or the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) Arrangers in connection with the preparation, execution negotiation, execution, delivery, syndication, review, amendment, modification, and delivery administration of this Agreement, the Notes, the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated). The Loan Parties shall, jointly and severally, reimburse the Lenders for any other agreements or documents referred to herein or therein reasonable costs and any amendments thereto, out of pocket expenses (b) all including reasonable and documented out-of-pocket costs attorneys’ fees and expenses charges of one primary counsel for the Lenders, which attorneys may be employees of the Lenders) paid or incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement preparation, negotiation, execution, delivery, syndication, review, amendment, modification, and protection administration of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or thereby shall be consummated). The Loan Parties also agree, jointly and severally, to reimburse the direct or indirect application or proposed application Administrative Agent, the Arrangers, the Lenders and any Issuing Lender for any costs and out of pocket expenses (including attorneys’ fees and charges of attorneys for the Administrative Agent, the Arrangers, the Lenders and any Issuing Lender, which attorneys may be employees of the proceeds Administrative Agent, the Arrangers, the Lenders or any Issuing Lender) paid or incurred by the Administrative Agent, the Arrangers, any Lender or any Issuing Lender in connection with the protection, collection or enforcement of the rights of any Borrowing hereunder, except that of the foregoing indemnity in connection with the Loan Documents, including all such out of pocket expenses incurred during any workout, restructuring or negotiations related to such workout or restructuring in respect of such Loan Documents. Without limitation of the foregoing, the Loan Parties shall not apply to reimburse the Administrative Agent for the fees, costs and expenses incurred in connection with (i) any Indemnified Party field exams, audits, appraisals or other reviews permitted under Section 6.9 to the extent that provided therein or (ii) collecting checks and other items of payment while a Cash Dominion Trigger Period is in effect. Without prejudice to the survival of any lossesother agreement of the Loan Parties hereunder, claims, etc. are determined by a court the agreements and obligations of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity Loan Parties contained in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section 9.6(a) shall survive the termination of this Agreement, the termination of all Commitments, and the payment of amounts payable under this Agreement.

Expenses; Indemnification. Subject to The Borrower shall reimburse the provisions of this AgreementAgent ------------------------- for any costs, the Borrower will pay (a) all out-of-pocket costs internal charges and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys' fees and other reasonable expenses time charges of counselattorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent in connection with the preparation, execution negotiation, execution, delivery, review, amendment, modification, and delivery administration of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. The Borrower also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent and the Lenders (including the reasonable feesfor any costs, internal charges and out-of-pocket expenses (including attorneys' fees and other reasonable expenses time charges of counsel to attorneys for the Administrative 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 enforcement and protection collection of the rights Obligations or the enforcement of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearDocuments. The Borrower further agrees to indemnify the LendersAgent and each Lender, their Affiliates, and their respective its directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (collectively, the "indemnified obligations") (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party Agent or any Lender is a party thereto, but excluding those indemnified obligations arising solely from any Lender's failure to perform its obligations under this Agreement) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity no indemnified party shall not apply to be indemnified for any Indemnified Party to the extent that any losses, claims, etc. are indemnified obligations arising from its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretojurisdiction. The obligations of the Borrower under this Section 9.7 shall survive the termination of this Agreement.

Expenses; Indemnification. Subject The Borrowers will from time to time reimburse the provisions Administrative Agent promptly following demand for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of this Agreementlegal counsel) in connection with (i) the preparation of the Loan Documents, (ii) the Borrower making of any Loans, and (iii) the administration of the Loan Documents, including but not limited to all amendments, waivers and advice concerning the Loan Documents. The Borrowers also will pay (a) from time to time reimburse the Administrative Agent and each Bank for all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses fees and other reasonable expenses of legal counsel) in connection with the preparationenforcement of the Loan Documents. In addition to the payment of the foregoing expenses, execution each Borrower hereby agrees to indemnify, protect and delivery hold the Administrative Agent, each Bank and any holder of this Agreementany Note and the officers, directors, employees, agents, affiliates and attorneys of the Administrative Agent, each Bank and such holder (collectively, the Notes"Indemnitees") harmless from and against any and all liabilities, the Loan Documents obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any other agreements kind or documents referred to herein or therein and any amendments theretonature, (b) all out-of-pocket costs including reasonable fees and expenses of legal counsel, which may be imposed on, incurred by, or asserted against such Indemnitee by any Borrower or other third parties and arise out of or relate to this Agreement or the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement matter whatsoever related to the transactions contemplated by or document referred to herein in this Agreement or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents; provided, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunderhowever, except that the foregoing indemnity Borrowers shall not apply have no obligation to any Indemnified Party an Indemnitee hereunder to the extent that any losses, claims, etc. are the liability incurred by such Indemnitee has been determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence be the result of gross negligence or willful misconduct. In the case misconduct of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this AgreementIndemnitee.

Expenses; Indemnification. Subject to the provisions of this Agreement, the The Borrower will pay from time to time reimburse the Agents promptly following demand for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their legal counsel) in connection with (a) the preparation of the Loan Documents, (b) the making of any Loans, and (c) the administration of the Loan Documents. The Borrower also will from to time reimburse the Agents and each Bank for all out-of-pocket costs expenses (including reasonable fees and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of their legal counsel) in connection with the preparation, execution and delivery enforcement of this Agreementthe Loan Documents. In addition to the payment of the foregoing expenses, the NotesBorrower hereby agree to indemnify, defend, protect and hold National City Bank, as Administrative Agent, Fortis, as Security Agent, and Fortis, as Structuring Agent, each Bank and any holder of any Note and the officers, directors, employees, agents, Affiliates and attorneys of the Agents, each Bank and such holder (collectively, the Loan Documents “Indemnitees”) harmless from and against any other agreements and all liabilities, obligations, losses, damages, claims, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or documents referred to herein or therein and any amendments theretonature, (b) all out-of-pocket costs including reasonable fees and expenses of legal counsel, which may be imposed on, incurred by, or asserted against such Indemnitee by the Administrative Agent Borrower or other third parties and arise out of or relate to this Agreement or the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement matter whatsoever related to the transactions contemplated by or document referred to herein in this Agreement or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses other Loan Documents (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this AgreementLoan, the other any Revolving Loan Documents, the transactions contemplated hereby Commitment or the direct or indirect application or proposed application Borrower’s use of the proceeds of any Borrowing hereunderLoan); provided, except however, that the foregoing indemnity Borrower shall not apply have no obligation to any Indemnified Party an Indemnitee hereunder to the extent that any losses, claims, etc. are the liability incurred by such Indemnitee has been determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence be the result of gross negligence or willful misconduct. In the case misconduct of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this AgreementIndemnitee.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by The Borrowers shall reimburse the Administrative Agent for any costs, internal charges and the Arranger (including the reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and other fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of counselthe Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparationamendment, execution modification, and delivery enforcement of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. The Borrowers also agree to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including, without limitation, all fees and other reasonable expenses of counsel to for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred workout). The Borrowers further agree to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by indemnify the Administrative Agent’s personnel of the Borrower’s books , each Lender and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents directors and advisors (each, an “Indemnified Party”) officers against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the foregoing arise out of the gross negligence or willful misconduct. In misconduct of the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoseeking indemnification therefor. The obligations of the Borrower Borrowers under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the The Borrower will pay (a) all out-of-pocket costs and expenses incurred by shall reimburse the Administrative Agent for any costs, internal charges and the Arranger (including the reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and other fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of counselthe Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparationamendment, execution modification, and delivery enforcement of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. The Borrower also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including, without limitation, all fees and other reasonable expenses of counsel to for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, their Affiliatesthe Syndication Agent, the Documentation Agent and their respective directorseach Lender, officers, employees, agents its directors and advisors (each, an “Indemnified Party”) officers against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent, the Syndication Agent, the Documentation Agent or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the foregoing arise out of the gross negligence or willful misconduct. In misconduct of the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoseeking indemnification therefor. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel, which counsel may be employees of Administrative Agent) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders, which counsel may be employees of Administrative Agent or the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s 's personnel of the Borrower’s 's books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year, and (d) all out-of-pocket expenses incurred by the Syndication Agent in arranging for the joinder of Lenders in this Agreement. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party Lenders is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Advance hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party a Lender to the extent that any losses, claims, etc. are determined by a court the result of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence Lender's gross negligence or willful wilful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to The Borrower shall reimburse the provisions of this AgreementIndemnified Parties on demand for any costs, the Borrower will pay internal charges and reasonable out–of–pocket expenses (a) including, without limitation, all out-of-pocket costs reasonable fees for consultants and reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of the Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counselAgent) in connection with the preparation, execution negotiation, execution, delivery, review, amendment, modification, and delivery administration of this Agreement, the Notes, the Loan Documents Documents. The Borrower also agrees to reimburse the Indemnified Parties and the Lenders for any other agreements or documents referred to herein or therein costs, internal charges and any amendments theretoreasonable out–of–pocket expenses (including, (b) without limitation, all out-of-pocket costs reasonable fees and expenses for attorneys for the Indemnified Parties and the Lenders, which attorneys may be employees of the Indemnified Parties or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the LendersAgent) or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the Lenders, their Affiliates, Indemnified Parties and each Lender and their respective directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to The Borrower shall reimburse the provisions of this AgreementIndemnified Parties on demand for any costs, the Borrower will pay (a) all out-of-pocket costs internal charges and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and other reasonable fees and expenses for attorneys for the Indemnified Parties, which attorneys may be employees of counselthe Indemnified Parties) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA in its capacity as Administrative Agent) in connection with the preparation, execution negotiation, execution, delivery, review, amendment, modification, and delivery administration of this Agreementthe Loan Documents. The Borrower also agrees to reimburse the Indemnified Parties, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent Issuing Bank and the Lenders (including the for any costs, internal charges and reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees and other reasonable expenses of counsel to for attorneys for the Administrative Agent Indemnified Parties, the Issuing Bank and the Lenders, which attorneys may be employees of the Indemnified Parties, the Issuing Bank or the Lenders) paid or incurred by the Indemnified Parties (whether in their capacity as arranger, or, in the case of Bank One, NA, in its capacity as Administrative Agent), the Issuing Bank or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersIndemnified Parties, their Affiliates, the Issuing Bank and each Lender and their respective directors, officers, employees, agents agents, attorneys and professional advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party such entity is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Credit Extension hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section 10.7 shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) The Borrower shall pay within thirty (30) days after written notice from the Administrative Agent or Documentation Agent, as applicable, (i) all reasonable out-of-pocket costs and expenses incurred by of the Administrative Agent and the Arranger Documentation Agent (including including, without limitation, reasonable fees and disbursements of special counsel Skadden, Arps, Slate, Meagxxx & Xlom XXX), in connection with the preparation of this Agreement, the Loan Documents and the documents and instruments referred to therein, and any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, (ii) all reasonable feesfees and disbursements of special counsel in connection with the syndication of the Loans, and (iii) if an Event of Default occurs, all reasonable out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent, Documentation Agent and the Lenders (including the reasonable feeseach Bank, out-of-pocket expenses including, without limitation, fees and other reasonable expenses disbursements of counsel to for the Administrative Agent, the Documentation Agent and each of the Lenders) Banks, in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document and the instruments referred to herein or thereintherein and such Event of Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom; provided, however, that the attorneys' fees and disbursements for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable non-duplicative fees and disbursements of (A) counsel for Administrative Agent, (B) counsel for Documentation Agent and (cC) counsel for all of the Banks as a group; and provided, further, that all other costs and expenses for which Borrower is obligated under this subsection (a)(iii) shall be limited to the reasonable and customary non-duplicative costs and expenses of periodic audits by the Administrative Agent and Documentation Agent’s personnel . For purposes of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies9.3(a)(iii), such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreement.(1) counsel

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) The Borrower shall pay (i) all reasonable documented out-of-pocket costs and expenses incurred by of the Administrative Agent and its Affiliates (but limited, in the Arranger (including case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such persons taken as a whole and, if necessary, of one counsel in any relevant material jurisdiction to such Persons, taken as a whole), in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), (ii) all reasonable documented out-of-pocket expenses and other reasonable expenses of counsel) incurred by the Issuing Bank in connection with the preparationissuance, execution amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (biii) all documented out-of-pocket costs and expenses (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such persons taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional outside counsel to all such affected persons taken as a whole, and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional local counsel in such relevant jurisdiction to all such affected persons taken as a whole)) incurred by the Administrative Agent Agent, the Issuing Bank or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the Lenders (other Loan Documents, including its rights under this Section 10.3, or in connection with the reasonable feesLoans made or any Letters of Credit issued hereunder, including all such documented out-of-pocket expenses and other reasonable expenses incurred during any workout, restructuring or negotiations in respect of counsel such Loans or Letters of Credit. The Borrower shall pay to the Administrative Agent and or Truist Securities or the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreementother Joint Lead Arrangers, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitationas applicable, all expenses of litigation or preparation therefor whether or not fees due from time to time under the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this AgreementFee Letter.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by Whirlpool shall reimburse the Administrative Agent for any reasonable and the Arranger (including the reasonable feesdocumented costs, internal charges and out-of-pocket expenses (including reasonable and other reasonable expenses of documented attorneys’ fees, but only for a single outside counsel and any necessary local counsel) paid or incurred by the Administrative Agent in connection with the preparation, execution negotiation review, execution, delivery, amendment, modification and delivery administration of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. Whirlpool also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by 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 reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to 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 and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearDocuments. The Borrower Whirlpool further agrees to indemnify the Lenders, their Affiliates, Administrative Agent and each Lender and each of their respective directors, officers, employeesaffiliates, agents and advisors employees (each, each an “Indemnified PartyPerson”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent, a Lender or any other Indemnified Party Person is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder; provided, except however, that the foregoing indemnity Whirlpool shall not apply be liable to any Indemnified Party to the extent that Person for any lossessuch loss, claimsclaim, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted damage, penalty, judgment, liability or expense resulting from such Indemnified PartyPerson’s Gross Negligence gross negligence or willful misconductmisconduct or from a successful claim brought by any of the Borrowers against an Indemnified Person for breach in bad faith of such Indemnified Person’s obligations hereunder or under any other Loan Document. In the case of an investigation, litigation or proceeding to which the indemnity Notwithstanding anything in this Section appliesCredit Agreement to the contrary, such indemnity Whirlpool shall be effective whether indemnify the Lenders for all losses, taxes (including withholding taxes), liabilities and expenses incurred or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoarising out of making Advances in Agreed Currencies other than Dollars. The obligations of the Borrower Whirlpool under this Section 10.06 shall survive the termination of this Credit Agreement.

Expenses; Indemnification. Subject to The Company shall reimburse the provisions of this Agreement, the Borrower will pay Agent and each Arranger for (a) all out-of-pocket any reasonable costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys’ fees, time charges and other reasonable expenses of counselcounsel for the Agent) paid or incurred by the Agent or such Arranger in connection with the preparation, execution review, execution, delivery, syndication, distribution (including via the internet), administration, amendment and delivery modification of this Agreement, the Notes, the Loan Credit Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket any reasonable costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys’ fees, time charges and other reasonable expenses of counsel to counsel) paid or incurred by the Administrative Agent or such Arranger on its own behalf or on behalf of any LC Issuer or any Bank and, on or after the date upon which an Event of Default specified in Section 9.1(a) or 9.1(e) has occurred and the Lenders) is continuing, each Bank, in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearCredit Documents. The Borrower Company further agrees to indemnify the LendersAgent, each Arranger, each LC Issuer, each Bank, each Departing Bank and their respective Affiliates, and their respective the directors, officers, employeesemployees and agents of the foregoing (all of the foregoing, agents and advisors (each, an the “Indemnified Party”) Persons), against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, including all reasonable expenses of litigation or preparation therefor whether or not the an Indemnified Party Person is a party thereto) ), regardless of whether such matter is initiated by a third party or by the Company or any of its Affiliates or equityholders, which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Credit Documents, the transactions contemplated hereby or hereby, the direct or indirect application or proposed application of the proceeds of any Borrowing Credit Extension hereunder, except any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by the Company or any Subsidiary or any Environmental Liability related in any way to the Company or any Subsidiary; provided that the foregoing indemnity Company shall not apply be liable to any Indemnified Party Person for any of the foregoing to the extent that any losses, claims, etc. they are determined by a court of competent jurisdiction by a final and non-appealable nonappealable judgment to have resulted arisen from the gross negligence or willful misconduct of such Indemnified Party’s Gross Negligence Person. Without limiting the foregoing, the Company shall pay any civil penalty or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought fine assessed by the Borrower Office of Foreign Assets Control against any Indemnified Person, and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Person) incurred in connection with defense thereof, as a result of any breach or inaccuracy of the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretorepresentation made in Section 5.14. The obligations of the Borrower Company under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to The Borrower shall reimburse the provisions of this AgreementAgent for any reasonable costs, the Borrower will pay (a) all out-of-pocket costs internal charges and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys' fees and other reasonable expenses time charges of counselattorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent in connection with the preparation, execution negotiation, execution, delivery, review, syndication, amendment, modification, and delivery administration of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. The Borrower also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including reasonable attorneys' fees and other reasonable expenses time charges of counsel to attorneys for the Administrative 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 and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearDocuments. The Borrower further agrees to indemnify the LendersAgent and each Lender, their Affiliatesrespective affiliates, and each of their respective directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party Agent or any Lender or any affiliate is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. (i) they are determined in a final non-appealable judgment by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the gross negligence or willful misconduct. In misconduct of the case party seeking indemnification or (ii) they relate solely to a claim or claims between or among the Lenders unrelated to any alleged act or omission of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement. 9.7.

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will Transferor and ICP jointly and severally shall pay on demand (a) all reasonable out-of-of- pocket costs fees and expenses incurred by the Administrative Agent and the Arranger (including reasonable attorneys' fees and expenses) of the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) Purchaser incurred in connection with the preparation, execution execution, delivery, administration, amendment, modification and delivery waiver of this Agreement, the Notes, the Loan Transaction Documents and the making and repayment of the Purchase, including any other agreements Servicer or documents referred collection agent fees paid to herein or therein any third party for services rendered to the Purchaser in collecting the Receivables and any amendments thereto, (b) all reasonable out-of-pocket costs fees and expenses of the Purchaser (including reasonable attorneys' fees and expenses of its counsel) incurred in connection with performance by the Administrative Agent of its administrative duties under this Agreement, any consulting performed by the Agent at the request of the Transferor, and the Lenders (including enforcement of the reasonable feesTransaction Documents against Transferor, out-of-pocket expenses Servicer, Guarantor and the Sellers and in connection with any workout or restructuring of the Transaction Documents. In addition, Transferor will pay any and all stamp and other reasonable expenses of counsel taxes and fees payable or determined to the Administrative Agent and the Lenders) be payable in connection with the execution, delivery, filing, recording or enforcement of this Agreement or any payment made under the Transaction Documents, and protection of hereby indemnifies and saves the rights of Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay the Lenders under this Agreementtaxes and fees. Transferor and ICP jointly and severally agree to reimburse and indemnify the Purchaser and its officers, directors, shareholders, controlling Persons, employees and agents (collectively, the Notes"Indemnitees") from and against any and all actions, judgments, costs, expenses or disbursements of whatsoever kind or nature that may be imposed on, asserted against or incurred or suffered by the Loan Documents or any other agreement or document referred to herein or therein, and Purchaser (c) all reasonable and customary costs including fees and expenses of periodic audits by the Administrative Agent’s personnel legal counsel, accountants and experts) in any way relating to or arising out of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearTransaction Document. The Borrower further agrees Additional amounts sufficient to indemnify the Lenders, their AffiliatesPurchaser or other Indemnitees under this Section 8.5 shall constitute "Additional Amounts" for purposes of the Supplement, and their respective the Purchaser or other Indemnities shall be entitled to receive these additional amounts, solely from amounts allocated thereto and paid pursuant to the Supplement. Notwithstanding the foregoing (and with respect to clause (x) below, without prejudice to the rights that an Indemnitee may have pursuant to the other provisions of the Transaction Documents), in no event shall any Indemnitee be indemnified against any amounts (w) resulting from gross negligence or willful misconduct on the part of such Indemnitee (or any of its officers, directors, officers, employees, agents 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 advisors 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 (eachy) 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, an “Indemnified Party”) against all lossesthen Transferor and ICP jointly and severally shall contribute to the amount paid by the Indemnitee as a result of any loss, claimsclaim, damagesdamage 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, penaltiesbut also the relative fault of the Indemnitee (if any), judgmentsTransferor and ICP and any other relevant equitable considerations; provided that the Transferor shall not, liabilities and reasonable expenses (includingshall not be obligated to, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which pay any of them may pay or incur arising out of or relating amount pursuant to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party Section unless and to the extent that any lossesthe Transferor has funds available to pay such amounts or funds are allocated thereafter to the Transferor pursuant to the penultimate paragraph of Section 4.3 or priority fifth of Section 4.4 of the Supplement, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity there shall be effective whether no recourse to Transferor for all or any part of any amounts payable pursuant to this section if the funds are at any time insufficient to make all or part of any such payments. Any amount which Transferor does not such investigation, litigation or proceeding is brought by pay pursuant to the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations operation of the Borrower under this Section preceding sentence shall survive not constitute a claim (as defined in Sec. 101 of the termination Bankruptcy Code) against or corporate obligation of this AgreementTransferor for any such insufficiency.

Expenses; Indemnification. Subject to the provisions 8.1 The Borrower will, on demand, indemnify and hold harmless each of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the for and against all reasonable fees, and documented out-of-pocket expenses and other reasonable expenses expenses, including legal fees, incurred by it by reason of counsel to the enforcement of its rights under this Agreement, including, but not limited to, costs of collection. The Borrower shall indemnify the Administrative Agent and the Lenders) in connection with the enforcement each Lender, and protection each Affiliate of any of the rights foregoing Persons and each of the Lenders under this Agreementtheir respective officers, the Notes, the Loan Documents or any other agreement or document referred to herein or thereindirectors and employees (each such Person being called an Indemnitee) against, and (c) all reasonable to hold each Indemnitee harmless from, any and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and related expenses, including the reasonable expenses and documented fees, charges and disbursements of any counsel for any Indemnitee, in each case, payable by any Indemnitee to any governmental authority or other third party (includingother than any Affiliate of any Indemnitee) arising out of, without limitationin connection with, all expenses or as a result of litigation (i) the performance by the parties hereto of their respective obligations hereunder or preparation therefor the consummation of the transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or not the Indemnified Party any other theory and regardless of whether any Indemnitee is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except ; provided that the foregoing such indemnity shall not apply not, as to any Indemnified Party Indemnitee, be available to the extent that any such losses, claims, etc. damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final and non-appealable nonappealable judgment to have resulted from such Indemnified Party’s Gross Negligence the gross negligence or willful misconductmisconduct of such Indemnitee. In To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under either of the two preceding paragraphs of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the date of the request for such indemnification) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Lender in its capacity as such. The Borrower will, on demand, reimburse the Administrative Agent and the Initial Lender for and against all legal fees, charges and disbursements of counsel to the Administrative Agent and the Initial Lender (other than the allocated costs of internal counsel) incurred by reason of the execution and delivery of this Agreement and the other Loan Documents and the other documents contemplated hereby, in an investigationaggregate amount not to exceed USD175,000. This Section 8.1 shall not apply to any Tax that is the subject of Section 3.9, litigation or proceeding except to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by extent that the Borrower fails to deduct or withhold Taxes in respect of which it would have been required to pay an Additional Amount, and such Taxes are assessed directly against a Lender or the General Partner Administrative Agent (excluding any penalties or interest in respect of such Taxes that result from the Borrower’s gross negligence or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations willful misconduct of the Borrower under this Section shall survive the termination of this AgreementAdministrative Agent or such Lender).

Expenses; Indemnification. Subject to the provisions of this Agreement, the Borrower will pay (a) all The Company shall reimburse the Administrative Agent, the Arrangers and their respective Affiliates for any reasonable out-of-pocket costs and expenses documented in reasonable detail (limited in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively), upon presentation of a reasonably detailed statement of all such costs and expenses, paid or incurred by the Administrative Agent Agent, the Arrangers and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) their respective Affiliates in connection with the preparation, execution negotiation, execution, delivery, syndication, review, amendment, modification, and delivery administration (including, without limitation, preparation of this Agreement, the Notes, reports described below) of the Loan Documents (which, in the case of preparation, negotiation, execution, delivery and administration of the Loan Documents shall be limited to a single counsel and a single local counsel in each relevant jurisdiction). The Company also agrees to reimburse the Administrative Agent and the Lenders for any other agreements or documents referred to herein or therein and any amendments thereto, (b) all reasonable out-of-pocket costs and expenses (limited in the case of legal fees and expenses, to the fees, charges and disbursements of one firm of counsel and a single firm of local counsel in each relevant jurisdiction, in each case acting for the foregoing collectively, plus in the case of an actual or perceived conflict of interest where the person affected by such conflict informs the Company of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected person and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for such affected person) paid or incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to the provisions of this Agreement, the The Borrower will pay (a) all out-of-pocket costs and expenses incurred by shall reimburse the Administrative Agent for any costs, internal charges and the Arranger (including the reasonable fees, out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and other fees and reasonable expenses for attorneys for the Administrative Agent, which attorneys may be employees of counselthe Administrative Agent) paid or incurred by the Administrative Agent in connection with the preparationamendment, execution modification, and delivery enforcement of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred Documents. The Borrower also agrees to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by reimburse the Administrative Agent and the Lenders (including the for any reasonable feescosts, internal charges and out-of-pocket expenses (including, without limitation, all fees and other reasonable expenses of counsel to for attorneys for the Administrative Agent and the Lenders, which attorneys may be employees of the Administrative Agent or the Lenders) paid or incurred by the Administrative Agent or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, each Lender and their Affiliates, and their respective directors, officers, employees, agents directors and advisors (each, an “Indemnified Party”) officers against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all fees and reasonable expenses for attorneys of the indemnified parties, all expenses of litigation or preparation therefor therefore whether or not the Indemnified Party Administrative Agent, or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence the foregoing arise out of the gross negligence or willful misconduct. In misconduct of the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoseeking indemnification therefore. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to The Borrower shall reimburse the provisions of this Agreement, the Borrower will pay (a) all Administrative Agent for any reasonable and documented out-of-pocket costs and expenses (but, in the case of third-party consultants, limited to reasonable fees for consultants engaged, unless an Unmatured Default or Default exists at the time of such engagement, with the consent of the Borrower (such consent not to be unreasonably conditioned, withheld or delayed) and in the case of counsel to the Administrative Agent, limited to reasonable fees and expenses for one external counsel for the Administrative Agent) paid or incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution and delivery amendment or modification of this Agreement, the Notes, the Loan Documents Documents. The Borrower also agrees to reimburse the Administrative Agent for any reasonable and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all documented out-of-pocket costs and expenses incurred (but, in the case of counsel, limited to reasonable fees and expenses for one external counsel for the Administrative Agent and the Lenders, taken as a whole, and if reasonably determined by the Administrative Agent to be needed due to differences between the Administrative Agent and the Lenders (including and arising after a Default or in the reasonable feesevent of any actual conflict of interests, out-of-pocket expenses and other reasonable expenses one additional counsel for each group of counsel to such similarly affected Persons) paid or incurred by the Administrative Agent and the Lenders) in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or (including, without limitation, any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearworkout). The Borrower further agrees to indemnify the LendersAdministrative Agent, each Lender and their Affiliates, and their respective directors, officers, employees, agents officers and advisors (each, an “Indemnified Party”) employees against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (includingbut, without limitationin the case of counsel to such indemnified persons, limited to reasonable and documented out-of-pocket fees, and expenses for one external counsel to such indemnified parties (and if reasonably determined by the Administrative Agent to be needed due to differences between the Administrative Agent and the Lenders and arising after a Default or in the event of any actual conflict of interests among the indemnified parties, one additional counsel for each group of such similarly affected Persons), and all other reasonable and documented out-of-pocket expenses of litigation or preparation therefor whether or not the Indemnified Party Administrative Agent or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the Projects, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Loan hereunder, except to the extent that any of the foregoing arise (a) out of the gross negligence or willful misconduct of the party seeking indemnification therefor or of any Affiliate of such party or (b) from claims of an indemnified party against any Affiliate of such indemnified party or (c) from internal disputes among the Administrative Agent and the Lenders. To the extent permitted by applicable law, (x) the Borrower shall not assert, and hereby waives, any claim against any of the foregoing indemnified parties, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Facility Letter of Credit or the use of the proceeds thereof, provided that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is claims brought by any other third party and (y) the Administrative Agent and the Lenders shall not assert, and hereby waive, any claim against any of the Borrower and any other Loan Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any Loan or Facility Letter of Credit or the General Partner or use of the Borrower’s or proceeds thereof, provided that the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretoforegoing shall not apply to any claims brought by any other third party. The obligations of the Borrower to the Administrative Agent and the Lenders under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject to The Borrower shall reimburse the provisions of this AgreementAgent for any costs, the Borrower will pay (a) all out-of-pocket costs internal charges and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses (including attorneys' fees and other reasonable expenses time charges of counselattorneys for the Agent, which attorneys may be employees of the Agent) paid or incurred by the Agent in connection with the preparation, execution negotiation, execution, administration, syndication and delivery amendment of this Agreementthe Loan Documents. The Borrower also agrees to reimburse the Agent, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent Issuer and the Lenders (including the reasonable feesfor any costs, internal charges and out-of-pocket expenses (including attorneys' fees and other reasonable expenses time charges of counsel to attorneys for the Administrative Agent Agent, the Issuer and the Lenders, which attorneys may be employees of the Agent, the Issuer or the Lenders) paid or incurred by the Agent, the Issuer or any Lender in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearDocuments. The Borrower further agrees to (x) indemnify the LendersAgent, their Affiliatesthe Issuer and each Lender, and their respective directors, officers, officers and employees, agents and advisors directors (each, an “"Indemnified Party”Persons") against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable expenses of litigation or preparation therefor whether or not the Indemnified Party Agent or any Lender is a party thereto) which any of them may pay or incur arising out of or relating to the commitment letter dated July 15, 1997 relating to this transaction, this Agreement, the other Loan Documents, the or any other transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing Credit Extension hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted the foregoing arises solely from such Indemnified Party’s Gross Negligence the gross negligence or willful misconduct. In misconduct of the case party seeking indemnification, and (y) to assert no claim against the Agent, the Issuer, any Lender or any other Indemnified Person, on any theory of an investigationliability, litigation for special, indirect, consequential or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretopunitive damages. The obligations of the Borrower under this Section shall survive the termination of this AgreementAgreement and the Aggregate Commitment and the repayment of the Advances and the termination of the Facility Letters of Credit hereunder.

Expenses; Indemnification. Subject The Borrowers will from time to time reimburse the provisions Agents promptly following demand for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of this Agreement, the Borrower will pay their legal counsel) in connection with (a) the preparation of the Loan Documents, (b) the making of any Loans, (c) the administration of the Loan Documents, and (d) the syndication of this Credit Facility. The Borrowers also will from to time reimburse the Agents and each Bank for all out-of-pocket costs expenses (including reasonable fees and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of their legal counsel) in connection with the preparation, execution and delivery enforcement of this Agreementthe Loan Documents. In addition to the payment of the foregoing expenses, the NotesBorrowers hereby agree to indemnify, defend, protect and hold First Union, as Administrative Agent, NationsBank, as Appraisal Agent, and NMS, as Syndication Agent, each Bank and any holder of any Note and the officers, directors, employees, agents, affiliates and attorneys of the Agents, each Bank and such holder (collectively, the Loan Documents "INDEMNITEES") harmless from and against any other agreements and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or documents referred to herein or therein and any amendments theretonature, (b) all out-of-pocket costs including reasonable fees and expenses of legal counsel, which may be imposed on, incurred by, or asserted against such Indemnitee by the Administrative Agent Borrowers or other third parties and arise out of or relate to this Agreement or the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement matter whatsoever related to the transactions contemplated by or document referred to herein in this Agreement or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents; provided, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunderhowever, except that the foregoing indemnity Borrowers shall not apply have no obligation to any Indemnified Party an Indemnitee hereunder to the extent that any losses, claims, etc. are the liability incurred by such Indemnitee has been determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence be the result of gross negligence or willful misconduct. In the case misconduct of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations of the Borrower under this Section shall survive the termination of this AgreementIndemnitee.

Expenses; Indemnification. Subject to The Company shall reimburse the provisions of this Agreement, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger for (including the a) any reasonable feescosts, internal charges and out-of-pocket expenses (including reasonable attorneys’ fees, time charges and other reasonable expenses of counselcounsel for the Agent) paid or incurred by the Agent or the Arranger in connection with the preparation, execution review, execution, delivery, syndication, distribution (including via the internet), administration, amendment and delivery modification of this Agreement, the Notes, the Loan Credit Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs any reasonable costs, internal charges and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses (including reasonable attorneys’ fees, time charges and other reasonable expenses of counsel to counsel) paid or incurred by the Administrative Agent or the Arranger on its own behalf or on behalf of any LC Issuer or any Bank and, on or after the date upon which an Event of Default specified in Section 9.1(a) or 9.1(e) has occurred and the Lenders) is continuing, each Bank, in connection with the collection and enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any yearCredit Documents. The Borrower Company further agrees to indemnify the LendersAgent, the Arranger, each LC Issuer, each Bank and their respective Affiliates, and their respective the directors, officers, employeesemployees and agents of the foregoing (all of the foregoing, agents and advisors (each, an the “Indemnified Party”) Persons), against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, including all reasonable expenses of litigation or preparation therefor whether or not the an Indemnified Party Person is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Credit Documents, the transactions contemplated hereby or hereby, the direct or indirect application or proposed application of the proceeds of any Borrowing Credit Extension hereunder, except any actual or alleged presence or release of any Hazardous Substance on or from any property owned or operated by the Company or any Subsidiary or any Environmental Liability related in any way to the Company or any Subsidiary; provided that the foregoing indemnity Company shall not apply be liable to any Indemnified Party Person for any of the foregoing to the extent that any losses, claims, etc. are determined by a court they arise from the gross negligence or willful misconduct of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence Person. Without limiting the foregoing, the Company shall pay any civil penalty or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought fine assessed by the Borrower Office of Foreign Assets Control against any Indemnified Person, and all reasonable costs and expenses (including reasonable fees and expenses of counsel to such Indemnified Person) incurred in connection with defense thereof, as a result of any breach or inaccuracy of the General Partner or the Borrower’s or the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party theretorepresentation made in Section 5.14. The obligations of the Borrower Company under this Section shall survive the termination of this Agreement.

Expenses; Indemnification. Subject (a) Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees (i) to pay all reasonable expenses, including reasonable fees and disbursements of counsel for the provisions Agent, which the Agent has incurred or may hereafter incur in connection with the preparation of this Agreement, the Borrower will pay Loan Documents, the Notes, and all other documents related hereto and thereto (aincluding any amendment, consent or waiver hereof and/or thereof) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger transactions contemplated hereby or the protection, preservation and/or enforcement of the rights of the Lenders hereunder or under the Notes or the Loan Documents (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) whether in connection with a Permitted Acquisition or otherwise) or in the preparationevent of a Default hereunder or thereunder (including without limitation amounts incurred with respect to any so-called “workout” of the Loans) and (ii) to pay all taxes (other than the Lenders’ income taxes) and fees (including interest and penalties), including without limitation all recording and filing fees, transfer and documentary stamp and similar taxes, which may be payable in respect of the execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this AgreementDocuments, the Notes, and all other documents related hereto and thereto (including any amendment, consent or waiver hereafter requested by the Loan Documents Borrower hereunder or thereunder) and to indemnify the Agent and Lenders and hold the Agents and Lenders harmless against any loss or liability resulting from non-payment or delay in payment of any such tax. The Borrower hereby authorizes the Agent to pay all such amounts described above to the Agent or the Lenders, as applicable, and to charge the same to the Operating Account or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Indemnified Party is a party thereto) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought depository account maintained by the Borrower or with the General Partner or Agent if the Borrower’s or same are not paid within five (5) Banking Days after the General Partner’s equity holders or creditors or an Indemnified Party is otherwise party thereto. The obligations Agent notifies the Borrower in writing of the Borrower under this Section shall survive the termination of this Agreementamounts owed.

Expenses; Indemnification. Subject The Loan shall be made without cost to the provisions of this AgreementLender. Borrower covenants and agrees to pay all costs, the Borrower will pay (a) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Arranger (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel) in connection with the preparation, execution and delivery of this Agreement, the Notes, the Loan Documents and any other agreements or documents referred to herein or therein and any amendments thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and other reasonable expenses of counsel to the Administrative Agent and the Lenders) in connection with the enforcement and protection of the rights of the Lenders under this Agreement, the Notes, the Loan Documents or any other agreement or document referred to herein or therein, and (c) all reasonable and customary costs and expenses of periodic audits by the Administrative Agent’s personnel of the Borrower’s books and records provided that prior to an Event of Default, the Borrower shall be required to pay for only one such audit during any year. The Borrower further agrees to indemnify the Lenders, their Affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnified Party”) against all losses, claims, damages, penalties, judgments, liabilities and reasonable expenses charges (including, without limitation, all expenses fees and charges of litigation engineers, appraisers, the Engineering Consultant and Lender's Counsel) incurred by Lender in connection with (i) the preparation for and consummation of the transactions contemplated hereby or preparation therefor whether or not for the Indemnified Party is a party thereto) which any performance hereof and of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions and for any services which may be required in addition to those normally and reasonably contemplated hereby and (ii) the enforcement hereof or of any or all of the direct other Loan Documents. If Borrower fails to pay promptly any costs, charges or indirect application expense required to be paid by it as aforesaid, and Lender pays such costs, charges or expenses, Borrower shall reimburse Lender on demand for the amounts so paid, together with interest thereon at the "Default Rate" (as said quoted term is defined in the Mortgage). Borrower further agrees to indemnify Lender and its directors, officers, employees and agents from, and hold each of them harmless against, (x) any and all losses arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to any actual or proposed application use by Borrower of the proceeds of the Loan, including, without limitation, the fees and disbursements of counsel incurred in connection with any Borrowing hereunder, except that the foregoing indemnity shall not apply to any Indemnified Party to the extent that any losses, claims, etc. are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from such Indemnified Party’s Gross Negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this Section applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought other proceedings and (y) any and all claims, actions, suits, proceedings, costs, expenses, losses, damages and liabilities of any kind, including in tort, penalties and interest, arising out or by reason of any matter relating, directly or indirectly, to the Borrower Mortgage or the General Partner ownership, condition, development, construction, sale, rental or financing of the Borrower’s Property or Improvements or any part thereof (but excluding any such losses, liabilities, claims, damages or expenses incurred solely by reason of the General Partner’s equity holders gross negligence or creditors or an Indemnified Party is otherwise willful misconduct of the party theretoto be indemnified). The obligations of the Borrower under this Section shall survive the repayment of all amounts due under or in connection with any of the Loan Documents and the termination of this Agreementthe Loan.