Common use of Costs and Expenses; Indemnification Clause in Contracts

Costs and Expenses; Indemnification. Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an “Indemnified Person”) against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket all costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with title insurance policies, collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent and each Lender, and any other holder of Holdings any Loan outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent and such Lender or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the protection, preservation or enforcement of the Liens or rights under any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Subsidiary as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent or a Lender at any time, shall reimburse the Administrative Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel to any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationenvironmental law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person party claiming indemnification. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay promptly pay, as an Administrative Expense, no later than the next Payment Date that occurs at least 15 Business Days (or, if earlier, on the next date that a Permitted Distribution occurs) after written demand by Agent (i) the is made therefor all reasonable and documented out-of-pocket costs and expenses of Agent the Agents in connection with the administration and any waiver, consent, modification, amendment or similar agreement in respect of its Affiliatesthis Agreement, the Notes or any other Facility Document and advising the Agents as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay, as an Administrative Expense, no later than the next Payment Date following at least fifteen (15) Business Days prior written demand therefor (or, if earlier, on the next date that a Permitted Distribution occurs after written demand therefor), all costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including the reasonable and documented fees and disbursements of one outside counsel to and one local counsel in each relevant jurisdiction for each of the Facility Agent (including allocated costs and expenses for internal legal services if CSCC is no longer the Collateral Agent hereunder), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; therewith. (iib) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Personand hold harmless, as an Administrative Expense, each LenderSecured Party and each of their Affiliates and the respective officers, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of, the foregoing (each each, an “Indemnified PersonParty”) against, from and hold each of them harmless from, against any and all claims, damages, losses, liabilities, obligations, expenses, penalties, actions, suits, judgments and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel, which shall be in any case limited to one (1) firm of attorneys (and any required local counsel) to all Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, an additional counsel to all such similarly situated affected parties)) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated) (collectively, the “Liabilities”), including any such Liability that is incurred or arises out of or in connection with, or by reason of, any one or more of the following: (i) subject to Section 12.04(c), preparation for a defense of any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement, any other Facility Document or any of the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower contained in any Facility Document; (iii) any representation or warranty made or deemed made by the Borrower contained in any Facility Document or in any certificate, statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Secured Parties a first-priority perfected security interest in all of the Collateral free and clear of all Liens, other than Permitted Liens; and (vi) any Default or Event of Default; except to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from any such Indemnified Party’s own gross negligence, fraud or willful misconduct (and in such case such Indemnified Party shall repay the Borrower the amount of any amounts previously reimbursed by the Borrower pursuant to this Section 12.04(b) to such Indemnified Party and, to the extent not repaid by any of them, such Indemnified Party’s related Indemnified Parties shall repay such amounts). Notwithstanding the foregoing, the Borrower shall not be liable under this Section 12.04(b) for any special, punitive or consequential damages except in each case in connection with a claim, suit or proceeding filed or made against an Indemnified Person by a person who is not a party to this Agreement nor an Affiliate of a party to this Agreement to the extent otherwise indemnified therefor pursuant to this Section 12.04(b). This Section 12.04 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, penaltiesetc. arising from any non-Tax claim. (c) In the event that an Indemnified Party becomes involved in any action, actionsclaim, judgmentsor legal, suitsgovernmental or administrative proceeding (an “Action”) for which it seeks indemnification hereunder, coststhe Indemnified Party shall promptly notify the other party or parties against whom it seeks indemnification (the “Indemnifying Party”) in writing of the nature and particulars of the Action. Upon written notice to the Indemnified Party acknowledging in writing that the indemnification provided hereunder applies to the Indemnified Party in connection with the Action, the Indemnifying Party may assume the defense of the Action at its expense with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to retain separate counsel in connection with the Action, and the Indemnifying Party shall not be liable for the legal fees and expenses of the Indemnified Party after the Indemnified Party has done so; provided, that if the Indemnified Party shall have been advised in writing by counsel that under prevailing ethical standards there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such Action, or disbursements the Indemnified Party determines that the Indemnifying Party is not conducting the defense of any kind or nature whatsoeverthe Action in a manner reasonably protective of the interests of the Indemnified Party, including the reasonable and documented out-of-pocket outside legal fees and disbursements expenses of the Indemnified Party shall be paid by the Indemnifying Party; provided, further, that the Indemnifying Party shall not, in connection with any one Action or separate but substantially similar or related Actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees or expenses of more than one separate firm of attorneys (and any required local counsel) for all Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, an additional counsel to an all such similarly situated affected Indemnified Person (including allocated costs and expenses for internal legal servicesParties), which may firm (and local counsel, if any) shall be imposed on, incurred by, or asserted against any designated in writing to the Indemnifying Party by the Indemnified Person, in any way relating Party. If the Indemnifying Party elects to or arising out of any assume the defense of the Loan DocumentsAction, it shall have full control over the use conduct of such defense; provided, that the Indemnifying Party and its counsel shall, as reasonably requested by the Indemnified Party or intended use of the proceeds of the Loans or the transactions contemplated hereby or therebyits counsel, including consult with and keep them informed with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion conduct of such Indemnified Liabilities to defense. The Indemnifying Party shall not settle an Action without the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each prior written approval of the Indemnified Liabilities Party unless such settlement provides for the full and unconditional release of the Indemnified Party from all liability in connection with the Action. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with the defense of the Action. The Borrower shall not be liable for any settlement of any Action effected without the written consent of the Borrower (which is permissible under applicable lawshall not be unreasonably withheld or delayed).

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Arrangers incurred on or after the Closing Date within thirty (30) days of a written demand therefor, together with backup documentation supporting such reimbursement request, associated with the syndication of the Credit Facilities and the preparation, negotiation, execution, delivery and administration of the Loan Documents and any amendment, modification, waiver or consent with respect thereto (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Arrangers, taken as a whole, and, (x) if necessary, of one local counsel in any relevant material jurisdiction to such Persons, taken as a whole and (y) if reasonably determined by any of its Affiliatesthe Administrative Agent’s or the Arrangers’ counsel that representation of all such Persons would create a conflict of interest, of one additional counsel to all affected Persons taken as a whole), together with any fees and charges suffered or incurred by the Administrative Agent and the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), Arrangers in connection with title insurance policies, if any, collateral filing fees and lien searches and, after the negotiationoccurrence of an Event of Default, preparation, execution and delivery audits of the Loan DocumentsCollateral performed by the Administrative Agent or its agents or representatives; and (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, any Lender or the L/C Issuer within thirty (30) days of a written demand therefor, together with backup documentation supporting such reimbursement request (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and its Affiliatesthe Lenders, taken as a whole, and, (x) if necessary, of one local counsel in any relevant material jurisdiction to such Persons, taken as a whole and fees and disbursements (y) if reasonably determined by any of the Administrative Agent’s or Arrangers’ counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)that representation of all such Persons would create a conflict of interest, of one additional counsel to all affected Persons taken as a whole) in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with addition to the costs and expenses to be paid by reimbursement provisions set forth above, the Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby further agrees to indemnify each the Arrangers, the Administrative Agent-Related Person, the L/C Issuer, each Lender, and each Related Person of any Affiliate thereof and their respective directorsof the foregoing Persons (each, officers, employees, agents, counsel and other advisors (each an “Indemnified Person”) against, and hold each of them Indemnified Person harmless from, any and all liabilities, obligations, losses, claims, damages, penaltiesliabilities and expenses (limited, actionsin the case of legal fees and expenses, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including to the reasonable fees and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnified Persons taken as a whole and, solely in the case of an actual conflict of interest, one additional counsel to all affected Indemnified Person (including allocated costs and expenses for internal legal services)Persons taken as a whole, which may be imposed onand, incurred byif reasonably necessary, or asserted against any Indemnified Person, one local counsel in any way relating relevant material jurisdiction to or arising out of any such Indemnified Persons, taken as a whole) incurred in respect of the Loan Documents, Credit Facilities or the use or intended proposed use of the proceeds of any Loan or Letter of Credit, except to the Loans extent they arise from the gross negligence, bad faith or willful misconduct of, or a material breach of the Loan Documents by, such Indemnified Person (as determined by a final, non-appealable judgment of a court of competent jurisdiction) or any dispute solely among Indemnified Persons (other than any claims against an Indemnified Person in its capacity as Administrative Agent or Arrangers) and not arising out of any act or omission of the Sponsor or Holdings or any of its Subsidiaries (including the Borrower). Notwithstanding the foregoing, (a) each Indemnified Person shall be obligated to refund and return any and all amounts paid by the Borrower to such indemnified Person for fees, expenses or damages to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof and (b) the Borrower will only be liable out-of-pocket costs and expenses (including legal fees, expenses and disbursements) under this Agreement to the extent such out-of-pocket costs and expenses are invoiced within a 90 day period for which the underlying service giving rise to such obligation occurred (other than in the case of certain vendor or foreign local counsel fees and disbursement, in which case, the 90 day period may be extended as reasonably agreed to by the Borrower). (b) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Person of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Person, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the total unused Commitments and Revolving Credit exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ percentage of aggregate unused Commitments and outstanding Loans, in each case, under the applicable Class (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further 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 (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Person of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 13.22. (c) To the fullest extent permitted by applicable law, each of the parties hereto (and their respective Related Persons) shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any other party (or their respective Related Persons), 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, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that nothing contained in this sentence shall limit the Borrower’s indemnification obligations hereinabove to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which an Indemnified Person is otherwise entitled to indemnification hereunder. No Indemnified Person referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnified Person 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, including with respect to any investigationother than for direct or actual damages resulting from the gross negligence, litigation bad faith or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion willful misconduct of such Indemnified Liabilities to Person as determined by a final and nonappealable judgment of a court of competent jurisdiction. (d) The obligations of the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to under this Section 13.15 shall survive the payment and satisfaction of each the Obligations and the termination of the Indemnified Liabilities which is permissible under applicable lawthis Agreement.

Costs and Expenses; Indemnification. The Borrower agrees (a) to pay on demand by or reimburse the Administrative Agent (i) and the Arrangers for all their reasonable out-of-pocket costs and expenses incurred in connection with the syndication of Agent the Facilities (other than fees payable to syndicate members) and the development, preparation and execution of, and any of its Affiliatesamendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of counsel to the Administrative Agent and the Arrangers and the charges of Intralinks, (including allocated b) to pay or reimburse each Lender and the Administrative Agent for all their costs and expenses for internal legal services if CSCC is no longer Agent hereunder), incurred in connection with the negotiationenforcement or preservation of any rights under this Agreement, preparationthe other Loan Documents and any other documents prepared in connection herewith or therewith, execution and delivery of including, without limitation, the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers charges of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, Intralinks to each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel to the Administrative Agent, (including allocated costs c) to pay, indemnify, or reimburse each Lender and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Administrative Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an “Indemnified Person”) againstfor, and hold each of them Lender and the Administrative Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay, in paying, stamp, excise and other taxes, if any, which may be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify or reimburse each Lender, the Administrative Agent, the Arrangers, their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoeverwhatsoever with respect to the execution, including delivery, enforcement, performance and administration of this Agreement, the reasonable fees other Loan Documents and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services)any such other documents, which may be imposed onincluding, incurred bywithout limitation, or asserted against any Indemnified Person, in any way relating to or arising out of any of the Loan Documents, foregoing relating to the use or intended use of the proceeds of the Loans or the transactions contemplated hereby violation of, noncompliance with or therebyliability under, including with respect any Environmental Law applicable to the operations of Holdings, the Borrower any investigation, litigation of its Subsidiaries or other proceeding relating to any of the foregoingProperties and the fees and disbursements and other charges of legal counsel in connection with claims, irrespective of whether actions or proceedings by any Indemnitee against the Indemnified Person shall be designated a party thereto Borrower hereunder (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”); provided , provided, that neither Holdings nor the Borrower shall be liable have no obligation hereunder to any Indemnified Person for any portion of such Indemnitee with respect to Indemnified Liabilities to the extent they such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Indemnified Person’s the gross negligence negligence, bad faith or willful misconductmisconduct of such Indemnitee. If No Indemnitee shall be liable for (i) consequential damages as a result of any failure to fund any of the Facilities or (ii) any damages arising from the use by unauthorized persons of Information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Facilities (unless such damages resulted directly from the gross negligence, bad faith or willful misconduct of the Person claiming the protections of clause (ii)). Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee; provided, however, that the foregoing indemnification is for Borrower shall retain all such rights of recovery with respect to any reason held unenforceableliabilities arising under Environmental Laws resulting from the gross negligence, each bad faith or willful misconduct of Holdings and such Indemnitee. All amounts due under this Section shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower agrees pursuant to make this Section shall be submitted to Xxxxxxx X. Xxxxxx (Telephone No. (000) 000-0000) (Fax No. (000) 000-0000), at the maximum contribution address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the payment and satisfaction of each Administrative Agent. The agreements in this Section shall survive repayment of the Indemnified Liabilities which is permissible under applicable lawLoans and all other amounts payable hereunder.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, each such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Holdings Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout ​ limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, or a Lender at any time, shall reimburse the Administrative Agent such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationenvironmental law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement for a period of five (5) years, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the Indemnitee. The Borrower hereby agrees to indemnify the Administrative Agent and the Lenders against, and agrees that it will hold the Administrative Agent and the Lenders harmless from, any claim, demand, or liability for any such broker’s or finder’s fees alleged to have been incurred in connection herewith and any expenses (including reasonable attorneys’ fees) arising in connection with any such claim, demand, or liability. 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 direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all reasonable fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationEnvironmental Law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of Agent the Agents, the Document Custodian, the Collateral Administrator and any the other Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of its Affiliatesthis Agreement and the other Facility Documents, and including the reasonable fees and disbursements of outside counsel for each of the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Document Custodian and the other Lenders, UCC filing fees and all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document; provided that the legal fees, charges and expenses of outside counsel to the Administrative Agent incurred prior to the Closing Date with respect to the foregoing shall not, in the aggregate, exceed $200,000. Further, the Borrower shall pay on demand (including allocated A) all reasonable and documented out-of-pocket costs and expenses for internal (including all reasonable fees, expenses and disbursements of outside legal services if CSCC is no longer Agent hereunder)counsel, auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Agents and the Lenders) incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable and documented out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent's security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums, and (C) after the occurrence of any Event of Default, all reasonable and documented out-of-pocket costs and expenses incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in connection with the negotiationpreservation, preparationcollection, execution and delivery foreclosure or enforcement of the Loan Documents; (ii) all reasonable costs Collateral subject to the Facility Documents or any interest, right, power or remedy of the Agents and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), the Lenders or in connection with the collection or enforcement of any amendments, modifications or waivers of the terms Obligations or the proof, protection, administration or resolution of any Loan Documentsclaim based upon the Obligations in any insolvency proceeding, and (iii) including all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of outside attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Agents and the Lenders; provided that in each case, there shall be a single primary counsel to (including allocated costs i) the Collateral Agent, the Document Custodian and expenses for internal legal services)the Collateral Administrator and (ii) the Administrative Agent and the Lenders and a single local counsel to (i) the Collateral Agent, the Document Custodian and the Collateral Administrator and (ii) the Administrative Agent and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Agents and the Lenders, in connection with which case each such similarly conflicted group of Persons may retain its own counsel). The undertaking in this Section shall survive repayment of the Obligations, any Defaultforeclosure under, or modification, release or discharge of, any or all of the Related Documents, termination of this Agreement and the resignation or replacement of the Collateral Agent. Without prejudice to its rights hereunder, the enforcement or attempted enforcement of, expenses and preservation the compensation for the services of the Collateral Agent are intended to constitute expenses of administration under any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any applicable bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by law. (b) The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of, the foregoing (each each, an “Indemnified PersonParty”) against, from and hold each of them harmless from, against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, (including the reasonable and documented fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which counsel) that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated) (collectively, the “Liabilities”), including any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement, any other Facility Document, any Related Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach of any covenant by the Borrower or the Collateral Manager contained in any Facility Document; (iii) any representation or warranty made or deemed made by the Borrower or the Collateral Manager contained in any Facility Document or in any certificate, including statement or report delivered in connection therewith is false or misleading; (iv) any failure by the Borrower or the Collateral Manager to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Collateral Agent (for the benefit of the Secured Parties) a perfected security interest in all of the Collateral free and clear of all Liens; (vi) any action or omission, not expressly authorized by the Facility Documents, by the Borrower or any Affiliate of the Borrower which has the effect of reducing or impairing the Collateral or the rights of the Agents or the Secured Parties with respect thereto; (vii) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any investigationCollateral, litigation whether at the time of any Advance or at any subsequent time; (viii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) of an Obligor to the payment with respect to any Collateral (including, without limitation, a defense based on any Collateral Loan (or the Related Documents evidencing such Collateral Loan) not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from any related property; (ix) the commingling of Collections on the Collateral at any time with other funds; (x) any failure by the Borrower to give reasonably equivalent value to the applicable seller, in consideration for the transfer by such seller to the Borrower of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xi) the failure of the Borrower, the Collateral Manager or any of their respective agents or representatives to remit to the Collection Account, within one Business Day of receipt, Collections on the Collateral Loans remitted to the Borrower, the Collateral Manager or any such agent or representative as provided in this Agreement; and (xii) any Default or Event of Default; provided, that (x) the Borrower shall not be liable (A) for any Liability or losses arising due to the deterioration in the credit quality or market value of the Collateral Loans or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities Collateral hereunder to the extent they that such credit quality or market value was not misrepresented in any material respect by the Borrower or any of its Affiliates or (B) to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified PersonParty’s fraud, bad faith, gross negligence or willful misconduct. If and ; (C) to the extent any such Liability arises out of a claim or counterclaim brought by the Borrower or any of its Affiliates against an Indemnified Party for a material breach of such Indemnified Party’s obligations under this Agreement or any other Facility Document (which, in the case of any material breach with respect to the Collateral Agent, Collateral Administrator or Document Custodian (the “Collateral AgentIndemnified Parties”) arises as a result of its gross negligence, willful misconduct, fraud or bad faith), if the Borrower or such other Affiliate has obtained a final and non-appealable judgment in its favor on such claim or counterclaim as determined by a court of competent jurisdiction or (D) to the extent any such Liability arises from disputes solely between or among the Indemnified Parties not relating to or in connection with acts or omissions by the Borrower or any of its Affiliates and, with respect to the Collateral Agent Parties, Collateral Administrator or Document Custodian, such disputes do not relate to this Agreement or other Facility Documents (it being understood that in the foregoing event of such dispute relating to or in connection with acts or omissions by the Borrower or any of its Subsidiaries or any of their respective Affiliates involving a claim or proceeding brought against the Administrative Agent or any of its Affiliates, directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, a “Related Party” and, in each case, acting in its capacity as such) by the other Indemnified Parties, the Administrative Agent or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this proviso) to the benefit of such indemnification) and (y) no Indemnified Party seeking indemnification hereunder shall, without the prior written consent of the Borrower (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party; provided, however that in no event will such Indemnified Party have any liability for any reason held unenforceablespecial, each exemplary, indirect, punitive or consequential damages in connection with or as a result of Holdings such Indemnified Party’s activities related to this Agreement or any Facility Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, further, this Section 16.04(b) shall not apply with respect to taxes, levies, imposts, deductions, charges and Borrower agrees to make the maximum contribution to the payment withholdings, and satisfaction all liabilities (including penalties, interest and expenses) with respect thereto, or additional sums described in Sections 2.09, 2.10 or 16.03, other than any taxes, levies, imposts, deductions, charges and withholdings that represent Liabilities arising from a claim under any Section of each of the Indemnified Liabilities which is permissible under applicable lawthis Agreement other than Sections 2.09, 2.10 or 16.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of Agent the Agents, the Document Custodian, the Collateral Administrator and any the other Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of its Affiliatesthis Agreement and the other Facility Documents, and including the reasonable fees and disbursements of outside counsel for each of the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Document Custodian and the other Lenders, UCC filing fees and all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document; provided that the legal fees, charges and expenses of outside counsel to the Administrative Agent incurred prior to the Closing Date with respect to the foregoing shall not, in the aggregate, exceed $200,000. Further, the Borrower shall pay on demand (including allocated A) all reasonable and documented out-of-pocket costs and expenses for internal (including all reasonable fees, expenses and disbursements of outside legal services if CSCC is no longer Agent hereunder)counsel, auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Agents and the Lenders) incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable and documented out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent's security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums, and (C) after the occurrence of any Event of Default, all reasonable and documented out-of-pocket costs and expenses incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in connection with the negotiationpreservation, preparationcollection, execution and delivery foreclosure or enforcement of the Loan Documents; (ii) all reasonable costs Collateral subject to the Facility Documents or any interest, right, power or remedy of the Agents and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), the Lenders or in connection with the collection or enforcement of any amendments, modifications or waivers of the terms Obligations or the proof, protection, administration or resolution of any Loan Documentsclaim based upon the Obligations in any insolvency proceeding, and (iii) including all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of outside attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Agents and the Lenders; provided that in each case, there shall be a single primary counsel to (including allocated costs i) the Collateral Agent, the Document Custodian and expenses for internal legal services)the Collateral Administrator and (ii) the Administrative Agent and the Lenders and a single local counsel to (i) the Collateral Agent, the Document Custodian and the Collateral Administrator and (ii) the Administrative Agent and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Agents and the Lenders, in connection with which case each such similarly conflicted group of Persons may retain its own counsel). The undertaking in this Section shall survive repayment of the Obligations, any Defaultforeclosure under, or modification, release or discharge of, any or all of the Related Documents, termination of this Agreement and the resignation or replacement of the Collateral Agent. Without prejudice to its rights hereunder, the enforcement or attempted enforcement of, expenses and preservation the compensation for the services of the Collateral Agent are intended to constitute expenses of administration under any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any applicable bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by law. (b) The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of, the foregoing (each each, an “Indemnified PersonParty”) against, from and hold each of them harmless from, against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, (including the reasonable and documented fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which counsel) that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated) (collectively, the “Liabilities”), including any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement, any other Facility Document, any Related Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach of any covenant by the Borrower or the Collateral Manager contained in any Facility Document; (iii) any representation or warranty made or deemed made by the Borrower or the Collateral Manager contained in any Facility Document or in any certificate, including statement or report delivered in connection therewith is false or misleading; (iv) any failure by the Borrower or the Collateral Manager to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Collateral Agent (for the benefit of the Secured Parties) a perfected security interest in all of the Collateral free and clear of all Liens; (vi) any action or omission, not expressly authorized by the Facility Documents, by the Borrower or any Affiliate of the Borrower which has the effect of reducing or impairing the Collateral or the rights of the Agents or the Secured Parties with respect thereto; (vii) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any investigationCollateral, litigation whether at the time of any Advance or at any subsequent time; (viii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) of an Obligor to the payment with respect to any Collateral (including, without limitation, a defense based on any Collateral Loan (or the Related Documents evidencing such Collateral Loan) not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from any related property; (ix) the commingling of Collections on the Collateral at any time with other funds; (x) any failure by the Borrower to give reasonably equivalent value to the applicable seller, in consideration for the transfer by such seller to the Borrower of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xi) the failure of the Borrower, the Collateral Manager or any of their respective agents or representatives to remit to the Collection Account, within one Business Day of receipt, Collections on the Collateral Loans remitted to the Borrower, the Collateral Manager or any such agent or representative as provided in this Agreement; and (xii) any Default or Event of Default; provided, that (x) the Borrower shall not be liable (A) for any Liability or losses arising due to the deterioration in the credit quality or market value of the Collateral Loans or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities Collateral hereunder to the extent they that such credit quality or market value was not misrepresented in any material respect by the Borrower or any of its Affiliates or (B) to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified PersonParty’s fraud, bad faith, gross negligence or willful misconduct. If and ; (C) to the extent any such Liability arises out of a claim or counterclaim brought by the Borrower or any of its Affiliates against an Indemnified Party for a material breach of such Indemnified Party’s obligations under this Agreement or any other Facility Document (which, in the case of any material breach with respect to the Collateral Agent, Collateral Administrator or CollateralDocument Custodian (the “Collateral Agent Parties”) arises as a result of its gross negligence, willful misconduct, fraud or bad faith), if the Borrower or such other Affiliate has obtained a final and non-appealable judgment in its favor on such claim or counterclaim as determined by a court of competent jurisdiction or (D) to the extent any such Liability arises from disputes solely between or among the Indemnified Parties not relating to or in connection with acts or omissions by the Borrower or any of its Affiliates and, with respect to the Collateral Agent Parties, such disputes do not relate to this Agreement or other Facility Documents (it being understood that in the foregoing event of such dispute relating to or in connection with acts or omissions by the Borrower or any of its Subsidiaries or any of their respective Affiliates involving a claim or proceeding brought against the Administrative Agent or any of its Affiliates, directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, a “Related Party” and, in each case, acting in its capacity as such) by the other Indemnified Parties, the Administrative Agent or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this proviso) to the benefit of such indemnification) and (y) no Indemnified Party seeking indemnification hereunder shall, without the prior written consent of the Borrower (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party; provided, however that in no event will such Indemnified Party have any liability for any reason held unenforceablespecial, each exemplary, indirect, punitive or consequential damages in connection with or as a result of Holdings such Indemnified Party’s activities related to this Agreement or any Facility Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, further, this Section 16.04(b) shall not apply with respect to taxes, levies, imposts, deductions, charges and Borrower agrees to make the maximum contribution to the payment withholdings, and satisfaction all liabilities (including penalties, interest and expenses) with respect thereto, or additional sums described in Sections 2.09, 2.10 or 16.03, other than any taxes, levies, imposts, deductions, charges and withholdings that represent Liabilities arising from a claim under any Section of each of the Indemnified Liabilities which is permissible under applicable lawthis Agreement other than Sections 2.09, 2.10 or 16.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket fees, costs and expenses of Agent the Lender in connection with the preparation, negotiation, execution, delivery, administration, modification or amendment of any commitment letter issued by the Lender, this Agreement, the Note, the Collateral Documents and any of its Affiliatesthe other Loan Documents, including, without limitation, search, filing and recording fees and taxes, the reasonable fees and disbursements expenses of counsel for the Lender with respect thereto and with respect to Agent (including allocated advising the Lender as to its rights and responsibilities under such documents. The Borrower further agrees to pay on demand all fees, costs and expenses for internal legal services of the Lender, if CSCC is no longer Agent hereunderany (including, without limitation, reasonable counsel fees and expenses), in connection with the negotiationenforcement (whether through negotiations, preparationlegal proceedings or otherwise) of this Agreement, execution the Note, the Collateral Documents and delivery of the other Loan Documents; (ii) all , including, without limitation, reasonable costs fees and expenses of Agent counsel for the Lender in connection with the enforcement of rights under this Agreement, the Note, the other Loan Documents and this Section 7.04(a). The Borrower hereby authorizes the Lender and its AffiliatesAffiliates at any time and from time to time, upon prior notice to the Borrower (unless a Default or an Event of Default shall have occurred and be continuing, in which case no such notice shall be required), and whether or not the Lender shall have made any demand or an Event of Default shall have occurred, to charge any account of the Borrower maintained by the Lender or any of its Affiliates against such fees, costs and expenses. The rights of the Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, rights of setoff) that the Lender and its Affiliates may have. (b) The Borrower agrees to indemnify and hold harmless the Lender and each of its Affiliates and officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims brought by a Third Party that are asserted or awarded against any Indemnified Party (together with damages, losses, liabilities and expenses, including, without limitation, reasonable fees and disbursements expenses of counsel counsel, associated with such claims), in each case arising out of or in connection with or by reason of (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)including, without limitation, in connection with any amendmentsinvestigation, modifications litigation or waivers proceeding or preparation of a defense in connection therewith) this Agreement, any of the terms transactions contemplated herein or the actual or proposed use of any Loan Documentsthe proceeds of the Advances except to the extent such claim, and (iii) all reasonable costs and expenses damage, loss, liability or expense is found in a final, non-appealable judgment by a court of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Defaultcompetent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. Notwithstanding the foregoing, the enforcement Borrower’s indemnification obligations hereunder shall not apply with respect to any claim, damage, loss, liability or attempted enforcement ofexpense that is the result of an action brought by the Borrower directly against any Indemnified Party. In the case of an investigation, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout litigation or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with proceeding to which the costs and expenses to be paid by Borrower indemnity in accordance with this Section 8.47.04(b) applies, Agent such indemnity shall provide detailed invoices be effective whether or other reasonable supporting documentation upon request. In addition, not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. After receipt by the Lender of written notice of any claim or the commencement of any action or proceeding against an Indemnified Party, the Lender shall give the Borrower written notice of such claim or the commencement of such action or proceeding (collectively, “Actions”), including a copy of such claim, process and all legal pleadings related to any such Action. The Lender shall be consummatedentitled to control the defense of any and all Actions using counsel of its own choosing, each in its sole and absolute discretion, but the Borrower may, at its own cost and expense, participate in all such Actions with reputable counsel reasonably acceptable to the Lender. The Borrower may, at its own cost and expense, upon reasonable request, assist the Lender with respect to the defense of Holdings and any Action, with the Lender’s consent, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Borrower hereby will not be liable for or be required to provide indemnification hereunder for any claim settled or disposed of without Borrower’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Each party hereto also agrees not to indemnify each Agent-Related Personassert any claim against any other party hereto, each Lenderor any of their Affiliates, or any Affiliate thereof and of their respective directors, officers, employees, attorneys and agents, counsel and other advisors (each an “Indemnified Person”) againston any theory of liability, and hold each of them harmless fromfor special, any and all liabilitiesindirect, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses consequential or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or punitive damages arising out of or otherwise relating to this Agreement, any of the Loan Documents, transactions contemplated herein or the use actual or intended proposed use of the proceeds of the Loans or Advances. (c) Without prejudice to the transactions contemplated hereby or thereby, including with respect to survival of any investigation, litigation or other proceeding relating to any agreement of the foregoingBorrower hereunder, irrespective the agreements and obligations of whether the Indemnified Person Borrower contained in this Section 7.04 shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment in full of principal, interest and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other amounts payable hereunder.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket all costs and expenses of the Administrative Agent and any the Lenders in connection with the waiver, amendment or enforcement of its Affiliatesthe Loan Documents (including, and without limitation, the reasonable fees and disbursements expenses of counsel for the Administrative Agent with respect thereto, with respect to Agent advising the Lenders as to their rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with the Borrower or with other creditors of the Borrower or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceedings involving creditors' rights generally and any proceeding ancillary thereto) and (including allocated ii) all costs and expenses for internal legal services if CSCC is no longer of the Administrative Agent hereunder), and the Lenders in connection with the negotiation, preparation, execution and delivery enforcement of the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable fees and expenses of counsel for Administrative Agent and each Lender with respect thereto). (i) The Borrower agrees that it will indemnify and hold harmless the Administrative Agent and the Lenders to the fullest extent permitted by law, from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal or other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, proceeding or investigation (whether or not in connection with litigation in which Administrative Agent or any of the Lenders is a party thereto), directly or indirectly, caused by, relating to, based upon, arising out of or in connection with (a) this Agreement and the other Loan Documents, (b) the acquisition of certain assets and assumption of certain liabilities of Filene's or (c) any untrue statement or alleged untrue statement of a material fact contained in, or omissions or alleged omissions from any filing with any governmental agency or similar statements or omissions in or from any information furnished by the Borrower or any of its Subsidiaries or Affiliates to the Administrative Agent or any of the Lenders or any other Person in connection with this Agreement and the other Loan Documents; provided, however, that such indemnity agreement shall not apply to any such loss, claim, damage, obligation, penalty, judgment, award, liability, cost, expense or disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of any of Administrative Agent and the Lenders. The Borrower also agrees that the Administrative Agent and the Lenders shall have no liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower for or in connection with this Agreement and the other Loan Documents or the transactions contemplated thereby, except for any such losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements that are finally judicially determined by a court of competent jurisdiction (not subject to further appeal) to have resulted from the bad faith or gross negligence of any of the Lenders. (ii) all reasonable costs The indemnification provisions in this Section shall be in addition to any liability which the Borrower may have to the Lenders or the Persons indemnified below in this sentence and expenses of Agent and its Affiliatesshall extend to the following: the Lenders, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Administrative Agent, each Lender and their respective Affiliatesaffiliated entities, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officers, employees, agentslegal counsel, counsel agents and other advisors controlling persons (each an “Indemnified Person”) againstwithin the meaning of the federal securities laws), and hold each none of them harmless from, such indemnified Persons shall be liable for any act or omission of any of the others. All references to "Lender(s)" in these indemnification provisions shall be understood to include any and all liabilitiesof the foregoing. (iii) If any action, obligationssuit, proceeding or investigation is commenced, as to which any indemnified party proposes to demand indemnification, it shall notify the Borrower with reasonable promptness; provided, however, that any failure by any indemnified party to so notify the Borrower shall not relieve the Borrower from its obligations hereunder. the Administrative Agent, on behalf of the Lenders, shall have the right to retain counsel of its choice to represent the Lenders, and the Borrower shall pay the fees, expenses and disbursement of such counsel; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Borrower and any counsel designated by the Borrower. The Borrower shall be liable for any settlement of any claim against any of the Lenders made with the Borrower's written consent, which consent shall not be unreasonably withheld. The Borrower shall not, without the prior written consent of the Administrative Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to each of the Lenders of an unconditional and irrevocable release from all liability in respect of such claim. (iv) In order to provide for just and equitable contribution, if a claim for indemnification pursuant to the indemnification provisions contained in this Section is made but is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Borrower, on the one hand, and the Lenders, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties, actions, judgments, suitsawards, liabilities, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which the indemnified Persons may be imposed onsubject in accordance with the relative benefits received by the Borrower, incurred byon the one hand, or asserted against any Indemnified Personand the Lenders, on the other hand, and also the relative fault of the Borrower, on the one hand, and the Lenders, on the other hand, in connection with the statements, acts or omissions which resulted in such losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements and the relevant equitable considerations shall also be considered. No Person found liable for a fraudulent misrepresentation shall be entitled to contribution from any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of Person who is not also found liable for such fraudulent misrepresentation. Notwithstanding the foregoing, irrespective none of whether the Indemnified Person Lenders shall be designated a party thereto (obligated to contribute any amount hereunder that exceeds the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion amount of fees previously received by such Indemnified Liabilities Lender pursuant to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each Fee Letter. (v) Neither termination of the Indemnified Liabilities Commitments nor repayment of the Advances shall affect the indemnification provisions contained in this Section which is permissible shall then remain operative and in full force and effect. (c) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under applicable lawany Loan Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Borrower by any Lender, in its sole discretion.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the Indemnitee. 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 direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationEnvironmental Law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of the Administrative Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel due diligence (including allocated costs and expenses for internal legal servicesthird party expenses), in connection with any Defaultpreparation, the enforcement or attempted enforcement ofnegotiation, syndication and preservation administration of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an “Indemnified Person”) against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person the Administrative Agent and BMO Capital Markets Corp., in connection with the preparation and execution of the Loan Documents, and any amendment, waiver or consent related thereto, whether or not the transactions contemplated herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with (including allocated x) collateral filing fees and lien searches and (y) inspections, subject to the limitations set forth in Section 10.7. The Borrower agrees to pay to the Administrative Agent, each Issuing Lender and each Lender, and any other holder of any outstanding Obligations, all costs and expenses incurred or 84 Patriot National Credit Agreement paid by the Administrative Agent, such Issuing Lender, such Lender or such holder, including attorneys’ fees and disbursements and court costs, in connection with any Event of Default or Unmatured Event of Default hereunder or, following and during the continuance of any Event of Default, in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the Bankruptcy Code involving any Loan Party as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, each Issuing Lender, each Lender, each Arranger and any security trustee therefor, and their respective Affiliates, directors, officers, employees, agents, financial advisors, and consultants (each such Person, an “Indemnitee”) against all losses, claims, damages, penalties, judgments, liabilities and expenses (including all reasonable fees and disbursements of counsel for internal legal services)any such Indemnitee and all reasonable expenses of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby, or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification or any of its directors, officers, employees, agents or other representatives, as finally determined by a court of competent jurisdiction. The Borrower, upon demand by the Administrative Agent, any Issuing Lender or any Lender at any time, shall reimburse the Administrative Agent, such Issuing Lender or such Lender for any legal or other expenses (including all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent such expenses are directly due to the gross negligence or willful misconduct of the party seeking reimbursement or any of its directors, officers, employees, agents or other representatives, as finally determined by a court of competent jurisdiction. To the extent permitted by Applicable Law, the Borrower agrees not to assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing in this Section shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any Indemnified Personclaim for contribution against, in each Indemnitee for any way relating to damages, costs, loss or expense, including response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its property (whether owned or leased), (ii) the operation or violation of any Environmental Law by the Borrower or any Subsidiary or otherwise occurring on or with respect to its property (whether owned or leased), (iii) any claim for personal injury, property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its property (whether owned or leased), (vi) any claim for actual or threatened injury to, destruction of or loss 85 Patriot National Credit Agreement of natural resources in connection with the Borrower or any Subsidiary or otherwise occurring in connection with its property (whether owned or leased) and (v) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other Loan Documents, Document evidencing or securing any Obligation or setting forth terms and conditions applicable thereto or otherwise relating thereto. The foregoing indemnity shall survive the termination of this Agreement and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim thereunder. (c) No Indemnitee referred to in clause (a) above shall be liable for any damages arising from the use by unintended recipients of any information or intended use of other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the proceeds of the Loans other Loan Documents or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of Agent the Agents, the Document Custodian, the Collateral Administrator and any the other Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of its Affiliatesthis Agreement and the other Facility Documents, and including the reasonable fees and disbursements of outside counsel for each of the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Document Custodian and the other Lenders, UCC filing fees and all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document; provided that the legal fees, charges and expenses of outside counsel to the Administrative Agent incurred prior to the Closing Date with respect to the foregoing shall not, in the aggregate, exceed $200,000. Further, the Borrower shall pay on demand (including allocated A) all reasonable and documented out-of-pocket costs and expenses for internal (including all reasonable fees, expenses and disbursements of outside legal services if CSCC is no longer Agent hereunder)counsel, auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Agents and the Lenders) incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable and documented out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent's security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums, and (C) after the occurrence of any Event of Default, all reasonable and documented out-of-pocket costs and expenses incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in connection with the negotiationpreservation, preparationcollection, execution and delivery foreclosure or enforcement of the Loan Documents; (ii) all reasonable costs Collateral subject to the Facility Documents or any interest, right, power or remedy of the Agents and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), the Lenders or in connection with the collection or enforcement of any amendments, modifications or waivers of the terms Obligations or the proof, protection, administration or resolution of any Loan Documentsclaim based upon the Obligations in any insolvency proceeding, and (iii) including all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of outside attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Agents and the Lenders; provided that in each case, there shall be a single primary counsel to (including allocated costs i) the Collateral Agent, the Document Custodian and expenses for internal legal services)the Collateral Administrator and (ii) the Administrative Agent and the Lenders and a single local counsel to (i) the Collateral Agent, the Document Custodian and the Collateral Administrator and (ii) the Administrative Agent and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Agents and the Lenders, in connection with which case each such similarly conflicted group of Persons may retain its own counsel). The undertaking in this Section shall survive repayment of the Obligations, any Defaultforeclosure under, or modification, release or discharge of, any or all of the Related Documents, termination of this Agreement and the resignation or replacement of the Collateral Agent. Without prejudice to its rights hereunder, the enforcement or attempted enforcement of, expenses and preservation the compensation for the services of the Collateral Agent are intended to constitute expenses of administration under any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any applicable bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by law. (b) The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of, the foregoing (each each, an “Indemnified PersonParty”) against, from and hold each of them harmless from, against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, (including the reasonable and documented fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which counsel) that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated) (collectively, the “Liabilities”), including any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement, any other Facility Document, any Related Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach of any covenant by the Borrower or the Collateral Manager contained in any Facility Document; (iii) any representation or warranty made or deemed made by the Borrower or the Collateral Manager contained in any Facility Document or in any certificate, including statement or report delivered in connection therewith is false or misleading; (iv) any failure by the Borrower or the Collateral Manager to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Collateral Agent (for the benefit of the Secured Parties) a perfected security interest in all of the Collateral free and clear of all Liens; (vi) any action or omission, not expressly authorized by the Facility Documents, by the Borrower or any Affiliate of the Borrower which has the effect of reducing or impairing the Collateral or the rights of the Agents or the Secured Parties with respect thereto; (vii) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any investigationCollateral, litigation whether at the time of any Advance or at any subsequent time; (viii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) of an Obligor to the payment with respect to any Collateral (including, without limitation, a defense based on any Collateral Loan (or the Related Documents evidencing such Collateral Loan) not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from any related property; (ix) the commingling of Collections on the Collateral at any time with other funds; (x) any failure by the Borrower to give reasonably equivalent value to the applicable seller, in consideration for the transfer by such seller to the Borrower of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xi) the failure of the Borrower, the Collateral Manager or any of their respective agents or representatives to remit to the Collection Account, within one Business Day of receipt, Collections on the Collateral Loans remitted to the Borrower, the Collateral Manager or any such agent or representative as provided in this Agreement; and (xii) any Default or Event of Default; provided, that (x) the Borrower shall not be liable (A) for any Liability or losses arising due to the deterioration in the credit quality or market value of the Collateral Loans or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities Collateral hereunder to the extent they that such credit quality or market value was not misrepresented in any material respect by the Borrower or any of its Affiliates or (B) to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified PersonParty’s fraud, bad faith, gross negligence or willful misconduct. If and ; (C) to the extent any such Liability arises out of a claim or counterclaim brought by the Borrower or any of its Affiliates against an Indemnified Party for a material breach of such Indemnified Party’s obligations under this Agreement or any other Facility Document (which, in the case of any material breach with respect to the Collateral Agent, Collateral Administrator or Document Custodian (the “Collateral Agent Parties”) arises as a result of its gross negligence, willful misconduct, fraud or bad faith), if the Borrower or such other Affiliate has obtained a final and non-appealable judgment in its favor on such claim or counterclaim as determined by a court of competent jurisdiction or (D) to the extent any such Liability arises from disputes solely between or among the Indemnified Parties not relating to or in connection with acts or omissions by the Borrower or any of its Affiliates and, with respect to the Collateral Agent Parties, such disputes do not relate to this Agreement or other Facility Documents (it being understood that in the foregoing event of such dispute relating to or in connection with acts or omissions by the Borrower or any of its Subsidiaries or any of their respective Affiliates involving a claim or proceeding brought against the Administrative Agent or any of its Affiliates, directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, a “Related Party” and, in each case, acting in its capacity as such) by the other Indemnified Parties, the Administrative Agent or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this proviso) to the benefit of such indemnification) and (y) no Indemnified Party seeking indemnification hereunder shall, without the prior written consent of the Borrower (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party; provided, however that in no event will such Indemnified Party have any liability for any reason held unenforceablespecial, each exemplary, indirect, punitive or consequential damages in connection with or as a result of Holdings such Indemnified Party’s activities related to this Agreement or any Facility Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, further, this Section 16.04(b) shall not apply with respect to taxes, levies, imposts, deductions, charges and Borrower agrees to make the maximum contribution to the payment withholdings, and satisfaction all liabilities (including penalties, interest and expenses) with respect thereto, or additional sums described in Sections 2.09, 2.10 or 16.03, other than any taxes, levies, imposts, deductions, charges and withholdings that represent Liabilities arising from a claim under any Section of each of the Indemnified Liabilities which is permissible under applicable lawthis Agreement other than Sections 2.09, 2.10 or 16.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent and each Lender, and any other holder of Holdings any Loan outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent and such Lender or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Subsidiary as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and reasonable expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent or a Lender at any time, shall reimburse the Administrative Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Administrative Agent and the Lenders for any damages, costs, expenses loss or disbursements of any kind or nature whatsoeverexpense, including the without limitation, response, remedial or removal costs and all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services)any such party, which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of any of the Loan Documentsfollowing: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the use Borrower or intended use of the proceeds of the Loans any Guarantor or the transactions contemplated hereby otherwise occurring on or thereby, including with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationenvironmental law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Guarantor or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Guarantor or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Guarantor made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person party claiming indemnification. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of Administrative Agent and the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand by Agent (i) the reasonable out-of-pocket all costs and expenses of Agent each of the Agent, the Conduit Lenders and Citibank in connection with the preparation, review, negotiation, reproduction, execution, delivery, administration, modification and amendment of this Agreement or any of its Affiliatesother Program Document, and including, without limitation, the reasonable fees and disbursements of counsel for the Agent, the Conduit Lenders and Citibank with respect thereto and with respect to Agent (including allocated advising the Agent, the Conduit Lenders and Citibank as to its rights, remedies and responsibilities under this Agreement and the other Program Documents, UCC filing fees and all other related fees and expenses. The Borrower further agrees to pay on demand all costs and expenses for internal legal services if CSCC is no longer Agent hereunderof the Secured Parties (including, without limitation, the fees and disbursements of counsel), in connection with the negotiationenforcement (whether through negotiations, preparationlegal proceedings or otherwise) of this Agreement and the other Program Documents. (b) In addition, execution and delivery of the Loan Borrower shall pay on demand, in connection with the transaction contemplated by the Program Documents; (ii) all reasonable , the applicable pro-rata costs and expenses of Agent the rating agencies’ rating the Conduit Lenders’ commercial paper notes incurred after the Closing Date and its Affiliates, and fees and disbursements of counsel (including allocated only to the extent such costs and expenses for internal legal services if CSCC are not included in the fees payable by the Borrower under the Fee Letter to which the Agent is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and a party. (iiic) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors managers of the foregoing (each each, an “Indemnified PersonParty”) against, from and hold each of them harmless from, against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, including (including, without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person counsel) (including allocated costs and expenses for internal legal services), which collectively the “Liabilities”) that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of any or in connection with or by reason of the Loan Documentsexecution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement or any other Program Document to which the use Borrower is a party or intended use of the proceeds of the Loans or the transactions any transaction contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective thereby (and regardless of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”or not any such transactions are consummated); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities except to the extent they any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified PersonParty’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each misconduct or from a breach of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the such Indemnified Liabilities which is permissible under applicable lawParty’s express obligations hereunder.

Costs and Expenses; Indemnification. Borrower (a) Each Guarantor jointly and severally agrees to pay on upon demand by to the Administrative Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel, which the Guaranteed Parties may incur in connection with (i) the reasonable out-of-pocket costs and expenses administration of Agent and any of its Affiliatesthis Guaranty, and the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications the collection or waivers enforcement of the terms of any Loan DocumentsGuaranteed Obligations, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation failure of any rights Guarantor to perform or interests under, observe any of the provisions hereof. (b) Without limitation of its indemnification obligations under the other Loan Documents, each Guarantor jointly and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby severally agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof the Guaranteed Parties and their respective directors, officers, employees, agents, counsel and the other advisors (each an “Indemnified Person”) Indemnitees against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoeverliabilities and related expenses, including the reasonable fees fees, disbursements and disbursements other charges of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed oncounsel, incurred by, by or asserted against any Indemnified Personof them arising out of, in any way connected with, or as a result of, any claim, litigation, investigation or proceeding (whether or not any Indemnitee is a party thereto) relating to the execution, delivery or arising out performance of this Guaranty; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. (c) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations. The provisions of this Section 5.10 shall remain operative and in full force and effect regardless of the termination of this Guaranty or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Loan DocumentsLoans, the use invalidity or intended use unenforceability of any term or provision of this Guaranty or any other Loan Document, or any investigation made by or on behalf of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person Guaranteed Parties. All amounts due under this Section 5.10 shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawpayable on written demand therefor.

Costs and Expenses; Indemnification. Borrower (a) Each Loan Party agrees to pay on demand by Agent (i) the all reasonable out-of-and documented out of pocket costs and expenses of Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including the reasonable and documented out of pocket fees and disbursements of one external counsel to the Administrative Agent (including allocated costs and expenses for internal legal services its Affiliates, taken as a whole, and, if CSCC is no longer Agent hereunder)reasonably necessary, of one external local counsel in any relevant jurisdiction and one regulatory counsel in each relevant specialty, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs Documents and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications the transactions contemplated hereby or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documentsthereby, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, the preservation or release of any rights under any Loan or any Lien created pursuant to a Collateral Document and any proceedings instituted by or against the Administrative Agent as a consequence of taking or holding any Lien created pursuant to the Collateral Documents, together with any fees and charges suffered or incurred by Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. Each Loan Party agrees to pay to Administrative Agent, Sustainability Coordinator, each L/C Issuer and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all costs and Borrower hereby expenses reasonably incurred or paid by Administrative Agent, Sustainability Coordinator, such L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving Borrower, any other Loan Party or any Guarantor as a debtor thereunder). Each Loan Party further agrees to indemnify Administrative Agent, the Sustainability Coordinator, each Agent-Related PersonL/C Issuer, each Lender, any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel and other advisors Related Parties (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind or nature whatsoever, (including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan Documentsor Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification (as determined by a court of competent jurisdiction by final and non-appealable judgment). Each Loan Party, upon demand by Administrative Agent, Sustainability Coordinator, an L/C Issuer or a Lender at any time, shall reimburse Administrative Agent, Sustainability Coordinator, such L/C Issuer or such Lender for any legal or other expenses (including all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified (as determined by a court of competent jurisdiction by final and non-appealable judgment). To the extent permitted by applicable Law, neither any Loan Party nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the use transactions contemplated hereby or intended thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee 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 Loans other Loan Documents or the transactions contemplated hereby or thereby. (b) Each Loan Party unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to sue for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by any Loan Party or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationEnvironmental Law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by any Loan Party or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with any Loan Party or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by any Loan Party or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective relevant Indemnitee (as determined by a court of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”competent jurisdiction by final and non-appealable judgment); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

Costs and Expenses; Indemnification. Borrower agrees The Borrowers agree to pay on demand by Agent (i) the reasonable out-of-pocket all costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrowers agree to pay to the Administrative Agent, the Collateral Agent and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the Collateral Agent, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving a Borrower hereby agrees as a debtor thereunder). The Borrowers further agree to indemnify each the Administrative Agent-Related Person, the Collateral Agent, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification as determined by a court of competent jurisdiction by final and nonappealable judgment. The Borrowers, upon demand by the Administrative Agent, the Collateral Agent or a Lender at any time, shall reimburse the Administrative Agent, the Collateral Agent or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent permitted by applicable law, the Borrowers shall not assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconductproceeds thereof. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each The obligations of the Indemnified Liabilities which is permissible Borrowers under applicable lawthis Section 13.14 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees and the Guarantor jointly and severally agree to pay on demand by Agent (i) the reasonable out-of-pocket all fees, costs and expenses of Agent the Lender in connection with the preparation, negotiation, execution, delivery, administration, modification and any amendment of its Affiliatesthe Commitment Letter, this Agreement, the Note, the Collateral Documents and the other Loan Documents, including, without limitation, search, filing and recording fees and taxes, costs of reappraisals required by the Lender and the reasonable fees and disbursements expenses of counsel for the Lender with respect thereto, and with respect to Agent (including allocated advising the Lender as to its rights and responsibilities under such documents. The Borrower and the Guarantor further jointly and severally agree to pay on demand all fees, costs and expenses for internal legal services of the Lender, if CSCC is no longer Agent hereunderany (including, without limitation, reasonable counsel fees and expenses), in connection with the negotiationenforcement (whether through negotiations, preparationlegal proceedings or otherwise) of this Agreement, execution the Note, the Collateral Documents and delivery of the other Loan Documents; (ii) all , including, without limitation, reasonable costs fees and expenses of Agent counsel for the Lender in connection with the enforcement of rights under this Section 7.04(a). Each of the Borrower and the Guarantor hereby authorizes the Lender and its AffiliatesAffiliates at any time and from time to time, without notice to the Borrower or the Guarantor, and whether or not the Lender shall have made any demand or an Event of Default shall have occurred, to charge any account of the Borrower or the Guarantor maintained by the Lender or its Affiliates against such fees, costs and expenses. The rights of the Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, rights of set-off) that the Lender and its Affiliates may have. (b) The Borrower and the Guarantor agree to indemnify and hold harmless the Lender and each of its Affiliates and officers, directors, employees, agents and advisors (each, an "INDEMNIFIED PARTY") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements expenses of counsel counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)including, without limitation, in connection with any amendmentsinvestigation, modifications litigation or waivers proceeding or preparation of a defense in connection therewith) this Agreement, any of the terms transactions contemplated herein or the actual or proposed use of any Loan Documents, and (iii) all reasonable costs and expenses the proceeds of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documentsexcept to the extent such claim, and any outdamage, loss, liability or expense is found in a final, non-of-appealable judgment by a court workout of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other refinancing proceeding to which the indemnity in this Section 7.04(b) applies, such indemnity shall be effective whether or restructuring not such investigation, litigation or proceeding is brought by the Borrower, its directors, equityholders or creditors or an Indemnified Party or any bankruptcy other Person, whether or insolvency case or proceeding. In connection with the costs not any Indemnified Party is otherwise a party thereto and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be are consummated, each . Each of Holdings the Borrower and Borrower hereby the Guarantor also agrees not to indemnify each Agent-Related Person, each assert any claim against the Lender, any Affiliate thereof and of its Affiliates, or any of their respective directors, officers, employees, attorneys and agents, counsel and other advisors (each an “Indemnified Person”) againston any theory of liability, and hold each of them harmless fromfor special, any and all liabilitiesindirect, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses consequential or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or punitive damages arising out of or otherwise relating to this Agreement, any of the Loan Documents, transactions contemplated herein or the use actual or intended proposed use of the proceeds of the Loans Loan. (c) Without prejudice to the survival of any other agreement of the Borrower or the transactions contemplated hereby or therebyGuarantor hereunder, including with respect to any investigation, litigation or other proceeding relating to any the agreements and obligations of the foregoing, irrespective of whether Borrower and the Indemnified Person Guarantor contained in this Section 7.04 shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment in full of principal, interest and satisfaction of each of all other amounts payable hereunder, under the Indemnified Liabilities which is permissible under applicable lawNote and the other Loan Documents.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket all fees, costs and expenses of Agent the Lender in connection with the preparation, negotiation, execution, delivery, administration, modification or amendment of the Letter of Interest, this Agreement, the Note, the Collateral Documents and any of its Affiliatesthe other Loan Documents, including, search, filing and recording fees and taxes, the reasonable fees and disbursements expenses of counsel for the Lender with respect thereto and with respect to Agent (including allocated costs advising the Lender as to its rights and expenses for internal legal services if CSCC is no longer Agent hereunder)responsibilities under such documents. The Borrower further agrees to pay on demand all fees, in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliatesthe Lender, and if any (including, reasonable counsel fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunderexpenses), in connection with any amendments, modifications field exam or waivers audit of any of the terms Collateral, the enforcement (whether through negotiations, legal proceedings or otherwise) of any this Agreement, the Note, the Collateral Documents and the other Loan Documents, and (iii) all including, reasonable costs fees and expenses of Agentcounsel for the Lender in connection with the enforcement of rights under this Agreement, each the Note, the other Loan Documents and this Section 7.04(a). The Borrower hereby authorizes the Lender and their respective Affiliatesits Affiliates at any time and from time to time, without notice to the Borrower, and whether or not the Lender shall have made any demand or an Event of Default shall have occurred, to charge any account of the Borrower maintained by the Lender or any of its Affiliates for such fees, costs and expenses. The rights of the Lender and its Affiliates under this Section are in addition to other rights and remedies (including, rights of setoff) that the Lender and its Affiliates may have. (b) The Borrower agrees to indemnify and hold harmless the Lender and each of its Related Parties (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including, reasonable fees and disbursements expenses of counsel of any Indemnified Party) that are incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including allocated costs and expenses for internal legal services)including, in connection with any Defaultinvestigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the enforcement transactions contemplated herein or attempted enforcement ofthe actual or proposed use of the proceeds of the Advances except that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to (i) any liability resulting from the gross negligence or willful misconduct of such Indemnified Party, as determined by a final, non-appealable judgment by a court of competent jurisdiction, or (ii) disputes between or among the Lender and preservation any assignee of any the Lender’s rights or interests underobligations under this Agreement or any Person who has purchased a participation in or to all or a portion of the Lender’s rights and obligations under this Agreement that do not involve any acts or omissions of the Borrower. In the case of an investigation, the Loan Documents, and any out-of-court workout litigation or other refinancing proceeding to which the indemnity in this Section 7.04(b) applies, such indemnity shall be effective whether or restructuring not such investigation, litigation or proceeding is brought by the Borrower or any bankruptcy of its Related Parties or insolvency case an Indemnified Party or proceeding. In connection with the costs any other Person, whether or not any Indemnified Party is otherwise a party thereto and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be are consummated. The Borrower also agrees not to assert any claim against the Lender and any of its Related Parties on any theory of liability, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Personfor special, each Lenderindirect, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an “Indemnified Person”) against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses consequential or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or punitive damages arising out of or otherwise relating to this Agreement, any of the Loan Documents, transactions contemplated herein or the use actual or intended proposed use of the proceeds of the Loans or Advances. (c) Without prejudice to the transactions contemplated hereby or thereby, including with respect to survival of any investigation, litigation or other proceeding relating to any agreement of the foregoingBorrower hereunder, irrespective the agreements and obligations of whether the Indemnified Person Borrower contained in this Section 7.04 shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment in full of principal, interest and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawall other amounts payable hereunder.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket all costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with title insurance policies, collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent and each Lender, and any other holder of Holdings any Loan outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent and such Lender or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the protection, preservation or enforcement of the Liens or rights under any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Subsidiary as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent or a Lender at any time, shall reimburse the Administrative Agent or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel to any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationenvironmental law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person party claiming indemnification. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)a single local counsel per jurisdiction necessary to the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each of Holdings and . The Borrower hereby agrees to indemnify each pay to the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or all reasonable and documented out-of-pocket fees and disbursements of counsel for any kind such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or nature whatsoeverpreparation therefor, including whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than other than (i) those which arise from the gross negligence, bad faith or willful misconduct of the party claiming indemnification as determined by a court of competent jurisdiction by final and nonappealable judgment, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, any such Indemnitee) incurred by, in connection with investigating or asserted defending against any Indemnified Person, in any way relating to or arising out of any of the Loan Documentsforegoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence, bad faith, or willful misconduct of the party to be indemnified. To the extent permitted by applicable Legal Requirements, the use Borrower and the Guarantors shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or intended use of punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the proceeds of the Loans other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. This Section 12.15 shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, penalties, judgments, liabilities or expenses arising from any non-Tax claim. (b) The Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to sxx for any claim for contribution against, each Indemnitee for any damages, loss or reasonable and documented out-of-pocket costs and expenses, including without limitation, all reasonable response, remedial or removal costs and all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any Hazardous Material Activity at any of the Borrowing Base Properties or former Borrowing Base Property, (ii) the violation of any Environmental Law by Global Medical REIT, the Borrower or any Guarantor or otherwise occurring on or with respect to any investigationBorrowing Base Property or former Borrowing Base Property, litigation (iii) any claim for personal injury or other proceeding relating property damage in connection with the Global Medical REIT, the Borrower or any Guarantor or otherwise occurring on or with respect to any Borrowing Base Property or former Borrowing Base Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by Global Medical REIT, the Borrower or any Guarantor made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct, bad faith or gross negligence of the foregoing, irrespective relevant Indemnitee as determined by a court of whether the Indemnified Person competent jurisdiction by final and nonappealable judgment. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Arrangers incurred on or after the Closing Date within thirty (30) days of a written demand therefor, together with backup documentation supporting such reimbursement request, associated with the syndication of the Credit Facilities and the preparation, negotiation, execution, delivery and administration of the Loan Documents and any amendment, modification, waiver or consent with respect thereto (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Arrangers, taken as a whole, and, (x) if necessary, of one local counsel in any relevant material jurisdiction to such Persons, taken as a whole and (y) if reasonably determined by any of its Affiliatesthe Administrative Agent’s or the Arrangers’ counsel that representation of all such Persons would create a conflict of interest, of one additional counsel to all affected Persons taken as a whole), together with any fees and charges suffered or incurred by the Administrative Agent and the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), Arrangers in connection with title insurance policies, if any, collateral filing fees and lien searches and, after the negotiationoccurrence of an Event of Default, preparation, execution and delivery audits of the Loan DocumentsCollateral performed by the Administrative Agent or its agents or representatives; and (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, any Lender or the L/C Issuer within thirty (30) days of a written demand therefor, together with backup documentation supporting such reimbursement request (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and its Affiliatesthe Lenders, taken as a whole, and, (x) if necessary, of one local counsel in any relevant material jurisdiction to such Persons, taken as a whole and fees and disbursements (y) if reasonably determined by any of the Administrative Agent’s or Arrangers’ counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)that representation of all such Persons would create a conflict of interest, of one additional counsel to all affected Persons taken as a whole) in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with addition to the costs and expenses to be paid by reimbursement provisions set forth above, the Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby further agrees to indemnify each the Arrangers, the Administrative Agent-Related Person, the L/C Issuer, each Lender, and each Related Person of any Affiliate thereof and their respective directorsof the foregoing Persons (each, officers, employees, agents, counsel and other advisors (each an “Indemnified Person”) against, and hold each of them Indemnified Person harmless from, any and all liabilities, obligations, losses, claims, damages, penaltiesliabilities and expenses (limited, actionsin the case of legal fees and expenses, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including to the reasonable fees and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnified Persons taken as a whole and, solely in the case of an actual conflict of interest, one additional counsel to all affected Indemnified Person (including allocated costs and expenses for internal legal services)Persons taken as a whole, which may be imposed onand, incurred byif reasonably necessary, or asserted against any Indemnified Person, one local counsel in any way relating relevant material jurisdiction to or arising out of any such Indemnified Persons, taken as a whole) incurred in respect of the Loan Documents, Credit Facilities or the use or intended proposed use of the proceeds of any Loan or Letter of Credit, except to the Loans extent they arise from the gross negligence, bad faith or willful misconduct of, or a material breach of the Loan Documents by, such Indemnified Person (as determined by a final, non-appealable judgment of a court of competent jurisdiction) or any dispute solely among Indemnified Persons (other than any claims against an Indemnified Person in its capacity as Administrative Agent or Arrangers) and not arising out of any act or omission of Holdings or any of its Subsidiaries (including the Borrower). Notwithstanding the foregoing, (a) each Indemnified Person shall be obligated to refund and return any and all amounts paid by the Borrower to such indemnified Person for fees, expenses or damages to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof and (b) the Borrower will only be liable out-of-pocket costs and expenses (including legal fees, expenses and disbursements) under this Agreement to the extent such out-of-pocket costs and expenses are invoiced within a ninety (90) day period for which the underlying service giving rise to such obligation occurred (other than in the case of certain vendor or foreign local counsel fees and disbursement, in which case, the ninety (90) day period may be extended as reasonably agreed to by the Borrower). This Section 13.15(a) shall not apply with respect to taxes other than any taxes that represent losses, claims or damages arising from any non-tax claim. (b) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section 13.15 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Person of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Person, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the total unused Commitments and Revolving Credit Commitment exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ percentage of aggregate unused Commitments and outstanding Loans, in each case, under the applicable Class (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further 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 (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Person of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 13.22. (c) To the fullest extent permitted by applicable law, each of the parties hereto (and their respective Related Persons) shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any other party (or their respective Related Persons), 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, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that nothing contained in this sentence shall limit the Borrower’s indemnification obligations hereinabove to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which an Indemnified Person is otherwise entitled to indemnification hereunder. No Indemnified Person referred to in subsection (a) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnified Person 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, including with respect to any investigationother than for direct or actual damages resulting from the gross negligence, litigation bad faith or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion willful misconduct of such Indemnified Liabilities to Person as determined by a final and nonappealable judgment of a court of competent jurisdiction. (d) The obligations of the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to under this Section 13.15 shall survive the payment and satisfaction of each the Obligations and the termination of the Indemnified Liabilities which is permissible under applicable lawthis Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)a single local counsel per jurisdiction necessary to the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each of Holdings and . The Borrower hereby agrees to indemnify each pay to the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or all reasonable and documented out-of-pocket fees and disbursements of counsel for any kind such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or nature whatsoeverpreparation therefor, including whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than other than (i) those which arise from the gross negligence, bad faith or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, any such Indemnitee) incurred by, in connection with investigating or asserted defending against any Indemnified Person, in any way relating to or arising out of any of the Loan Documentsforegoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence, bad faith, or willful misconduct of the party to be indemnified. To the extent permitted by applicable Legal Requirements, the use Borrower and the Guarantors shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or intended use of punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the proceeds of the Loans other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. This Section 12.15 shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, penalties, judgments, liabilities or expenses arising from any non-Tax claim. (b) The Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to sxx for any claim for contribution against, each Indemnitee for any damages, loss or reasonable and documented out-of-pocket costs and expenses, including without limitation, all reasonable response, remedial or removal costs and all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any Hazardous Material Activity at any of the Borrowing Base Properties or former Borrowing Base Property, (ii) the violation of any Environmental Law by Global Medical REIT, the Borrower or any Guarantor or otherwise occurring on or with respect to any investigationBorrowing Base Property or former Borrowing Base Property, litigation (iii) any claim for personal injury or other proceeding relating property damage in connection with the Global Medical REIT, the Borrower or any Guarantor or otherwise occurring on or with respect to any Borrowing Base Property or former Borrowing Base Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by Global Medical REIT, the Borrower or any Guarantor made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct, bad faith or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified, as determined in a final, non-appealable judgment by a court of competent jurisdiction. 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 direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by Whitestone REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any environmental law, whether federal, state, or local, and any regulations promulgated thereunder, by Whitestone REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with Whitestone REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by Whitestone REIT, the Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct or gross negligence of the relevant Indemnitee, as determined in a final, non-appealable judgment by a court of competent jurisdiction. This indemnification shall survive the payment and satisfaction of all Obligations and the termination of this Agreement for a period of five (5) years, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Borrower and shall inure to the benefit of each Indemnitee and its successors and assigns. (c) To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by any of them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party (and without limiting its obligation to do so) or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be whatsoever are imposed on, incurred by, or asserted against any Indemnified Personagainst, Administrative Agent, the L/C Issuer, the Swingline Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the L/C Issuer, the Swingline Lender or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s Percentage (determined as of the Loan Documents, time that the use applicable unreimbursed expense or intended use indemnity payment is sought based on each Lender’s share of the proceeds Total Credit Exposure at such time) of the Loans or the transactions contemplated hereby or thereby, such unpaid amount (including with any such unpaid amount in respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”claim asserted by such Lender); provided that neither Holdings nor Borrower with respect to such unpaid amounts owed to the L/C Issuer or the Swingline Lender solely in its capacity as such, only the Lenders party to the Revolving Credit shall be liable required to any Indemnified Person for any portion pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ pro rata share (determined as of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent time that the foregoing indemnification applicable unreimbursed expense or indemnity payment is for any reason held unenforceable, sought based on each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each such Lender’s share of the Indemnified Liabilities which is permissible Revolving Credit Exposure at such time); and provided, further, 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 (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The Lenders’ obligations under applicable lawthis Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of Agent and any of its Affiliatesthe Agents, the Document Custodian, the Securities Intermediary and the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), Collateral Administrator in connection with the preparation, review, negotiation, preparationreproduction, execution and delivery of this Agreement and the Loan other Facility Documents; , including (iibut limited, in the case of legal fees and expenses, to) all the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and the Lenders plus, if necessary, one additional local counsel, and one outside counsel for the Collateral Agent, the Document Custodian, the Securities Intermediary and the Collateral Administrator (collectively), plus, if necessary, one additional local counsel, costs and expenses of Agent creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and its Affiliatesrecording fees, expenses and taxes, stamp or documentary taxes, search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Document Custodian, the Securities Intermediary and the Collateral Administrator as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on the Payment Date immediately following the Borrower’s receipt of written demand therefor all reasonable and documented out-of-pocket costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement (including the enforcement of this Section 12.04), the Notes or any other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by any Secured Party in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of any Secured Party or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim (whether brought by or involving any party hereto or any third party) based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of counsel attorneys (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereundersubject to the limitations set USActive 59109857.10 forth in the first sentence of this clause (a)), in connection with accountants, auditors, consultants, appraisers and other professionals engaged by any amendmentsSecured Party. Without prejudice to its rights hereunder, modifications or waivers the expenses and the compensation for the services of the terms of any Loan Documents, and (iii) all reasonable costs and Secured Parties are intended to constitute expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel administration under any applicable insolvency Law. (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by b) The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of, the foregoing (each each, an “Indemnified PersonParty”) against, from and hold each of them harmless from, against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses Liabilities that may be incurred by or disbursements of asserted or awarded against any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person Party (including allocated costs attorneys’ fees and expenses for internal legal serviceseach Indemnified Party and limited, solely in the case of Liabilities owing to the Administrative Agent in respect of attorney’s fees and expenses, to the reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each applicable jurisdiction), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or each case arising out of any or in connection with or by reason of the Loan Documentsexecution, delivery, enforcement (including the use enforcement of this Section 12.04), performance, administration of or intended use otherwise arising out of the proceeds of the Loans or the transactions incurred in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or therebythereby or the use of proceeds of any Advance (and regardless of whether or not any such transactions are consummated) and regardless of whether or not arising out of a suit, including claim or other action brought by the Borrower, the Collateral Manager, the Equityholder or any third party, except (A) to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (i) with respect to the Collateral Agent, Document Custodian, Collateral Administrator or the Securities Intermediary, the gross negligence or willful misconduct of such Indemnified Party or (ii) with respect to any other Indemnified Party, the gross negligence, bad faith or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing or (B) in the case of any Indemnified Party (other than the Document Custodian, Collateral Administrator, Collateral Agent, the Securities Intermediary or their respective Affiliates, officers, directors, employees, agents, managers or controlling Persons) to the extent any such Liability results from a claim brought by the Borrower against an Indemnified Party for a material breach of such Indemnified Party’s obligations hereunder or under any other Facility Document, if the Borrower has obtained a final, non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or other proceeding relating to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the foregoingBorrower’s equityholders or creditors, irrespective an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Borrower shall not, without the prior written consent of whether the Indemnified Person shall be designated Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party thereto (or, in the “case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable Party, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Person for any portion Party or (ii) includes an unconditional release of such Indemnified Liabilities to Party from all liability on claims that are the extent they resulted from subject matter of such Indemnified Person’s gross negligence or willful misconductproceeding. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.This USActive 59109857.10

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket all costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent and each Lender, and any other holder of Holdings any Loan outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent and such Lender or any such holder, including reasonable attorneys’ fees and disbursements (limited to one firm of counsel to the Administrative Agent and one firm of counsel to the Lenders) and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Subsidiary as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent or a Lender at any time, shall reimburse the Administrative Agent or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel to any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationenvironmental law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person party claiming indemnification. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent the Administrative Agent, the Joint Lead Arrangers and any their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of its Affiliatesthis Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and disbursements expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent (including allocated costs as to its rights and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) responsibilities under this Agreement. The Borrower further agrees to pay promptly upon demand all reasonable costs and expenses of the Administrative Agent and the Lenders, if any, (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Loan Documents, including its Affiliatesrights under this Section, or (B) in connection with the Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent and the Lenders taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent and any Lender to the extent needed to avoid an actual or potential conflict of interest). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Joint Lead Arrangers, and fees each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and disbursements against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of counsel or in connection with or relating to (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)including, without limitation, in connection with any amendmentsinvestigation, modifications litigation or waivers proceeding or preparation of a defense in connection therewith) this Agreement, any of the terms transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any Loan Documentspending or threatened claim or any action or proceeding arising therefrom, and whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses believes in good faith that it is necessary or appropriate for internal it to resist any legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout process or other refinancing compulsion of law which is purported to be asserted against it) and whether or restructuring not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any bankruptcy of its Affiliates and whether or insolvency case not any of the transactions contemplated hereby are consummated or proceedingthis Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In connection with the costs and expenses case of an investigation, litigation or other proceeding to be paid by Borrower which the indemnity in accordance with this Section 8.48.04(b) applies, Agent such indemnity shall provide detailed invoices be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other reasonable supporting documentation upon request. In addition, Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby shall be are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each any Lender, any Affiliate thereof and of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, counsel and other advisors (each an “Indemnified Person”) againston any theory of liability, and hold each of them harmless fromfor special, any and all liabilitiesindirect, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses consequential or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or punitive damages arising out of or otherwise relating to this Agreement, any of the Loan Documents, transactions contemplated herein or the use actual or intended proposed use of the proceeds of the Loans Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Revolving Loan, as a result of a payment or Conversion pursuant to Section 2.06(c), 2.09, 2.12(c), 2.13, 2.14, 2.15 or 2.16, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to by any of the foregoing, irrespective foregoing or in the loan documentation and the performance by an Indemnified Party by any of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities foregoing except to the extent they that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. If and . (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the extent that Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make 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 maximum contribution to the payment fees and satisfaction disbursements of each of the Indemnified Liabilities which is permissible under applicable lawits legal counsel.

Costs and Expenses; Indemnification. Borrower agrees The Borrowers agree to pay jointly and severally on demand by Agent (i) the reasonable and documented out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents; (ii) all reasonable costs Documents and expenses of Agent the other instruments and its Affiliatesdocuments to be delivered hereunder or thereunder, and fees in connection with the transactions contemplated hereby or thereby, and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications consents hereunder or waivers of or amendments hereto or thereto, including the terms of any Loan Documents, reasonable and (iii) all reasonable costs documented fees and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements counsel for the Bank with respect to all of counsel the foregoing (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be are consummated). The Borrowers further agree to pay jointly and severally to the Bank all costs and expenses (including court costs and reasonable attorneys’ fees), each if any, incurred or paid by the Bank in connection with any Default or Event of Holdings and Borrower hereby agrees Default or in connection with the enforcement of this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder. The Borrowers further agree to indemnify each Agent-Related Personthe Bank, each Lenderand any security trustee, any Affiliate thereof and their respective directors, officers, officers and employees, agents, counsel and other advisors (each an “Indemnified Person”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, all expenses of litigation or disbursements preparation therefor, whether or not the indemnified Person is a party thereto) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any kind or nature whatsoeverextension of credit made available hereunder (including, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal serviceswithout limitation, environmental problems), which may be imposed on, incurred by, with such indemnity to include reasonable attorneys’ fees (for a single firm for all indemnified persons (unless there is an actual or asserted against any Indemnified Personperceived conflict of interest, in which case such affected persons, taken as a whole, may retain one conflicts counsel); provided that no indemnified person shall be indemnified for any way relating loss, claim, damage, penalty, judgment, liability or expense to or the extent arising out of (i) the gross negligence, bad faith or willful misconduct of such person or any of its controlled affiliates or any of the officers, directors, employees, agents, advisors or other representatives of any of the Loan Documentsforegoing (such persons, the use “Related Parties” of each indemnified person), in each case, acting at the direction of such indemnified person (as determined by a court of competent jurisdiction in a final non-appealable judgment), (ii) a material breach in bad faith of funding obligations under this Agreement by such persons (as determined by a court of competent jurisdiction in a final non-appealable judgment) or intended use of (iii) from any dispute among indemnified persons. The Borrowers, upon demand by the proceeds of Bank at any time, shall reimburse the Loans or the transactions contemplated hereby or thereby, including with respect to Bank for any investigation, litigation legal or other proceeding relating to expenses incurred in connection with investigating or defending against any of the foregoing, irrespective of whether foregoing except if the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities same is directly due to the extent they resulted from such Indemnified Person’s gross negligence negligence, bad faith or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each misconduct of the Indemnified Liabilities which is permissible party to be indemnified or its Related Parties. The obligations of the Borrowers under applicable lawthis Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. Borrower (a) The Company agrees to pay on demand by or reimburse the Notes Agent (i) the for all reasonable and documented out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Notes Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)promptly following a written demand therefor, together with backup documentation supporting such reimbursement request) incurred in connection with the preparation, negotiation, preparationexecution, execution delivery and delivery administration of this Agreement and the other Transaction Documents and any amendment, waiver, consent, forbearance, modification or enforcement (whether through negotiations, legal proceedings or otherwise) of the Loan Documents; provisions hereof and thereof (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all reasonable and documented attorneys’ fees, costs and expenses and, if necessary, a single local counsel in each relevant jurisdiction, and (b) upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Company, to pay or reimburse the Notes Agent, promptly following a written demand therefor for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Transaction Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Bankruptcy Law or other similar law, and including all reasonable and documented fees, costs and expenses of one counsel to the Notes Agent and one local counsel in each relevant jurisdiction. The agreements in this Section 10.8(a) shall be consummated, each survive the repayment of Holdings all Note Obligations. (b) The Company shall indemnify and Borrower hereby agrees to indemnify each hold harmless the Notes Agent its Agent-Related PersonPersons (collectively, the “Agent Indemnitees”) from and against any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, costs or expenses of whatsoever kind or nature (including attorney costs) to which any such Agent Indemnitee may become subject arising out of, resulting from or in connection with (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 counsel to all Agent Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Agent Indemnitees taken as a whole in each Lenderrelevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Agent Indemnitees similarly situated taken as a whole) any Affiliate thereof (i) actual or threatened claim, litigation, investigation, proceeding or liabilities relating to the transactions contemplated hereby or under the other Transaction Documents or (ii) to the execution, delivery, enforcement, performance and administration (including the negotiation, execution, and delivery of any waivers, forbearances, amendments, supplements or modifications thereto) of this Agreement, the other Transaction Documents, in connection with the transactions contemplated hereunder or thereunder, the Notes or the use, or proposed use of the proceeds therefrom, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, litigation, investigation or proceeding), and regardless of whether any Agent Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Agent Indemnitee, be available to the extent that such losses, claims, damages, liabilities or expenses resulted from (x) the gross negligence or willful misconduct of such Agent Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) any dispute solely among Agent Indemnitees other than any claims against an Agent Indemnitee in its capacity or in fulfilling its role as an agent or any similar role under any Transaction Document and other than any claims arising out of any act or omission of the Company or any of its Affiliates (as determined by a final, non-appealable judgment of a court of competent jurisdiction). To the extent that the undertakings to indemnify and hold harmless set forth in this Section 10.8 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, the Company shall contribute the maximum portion that they are permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Agent Indemnitees or any of them. No Agent Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement or any other Transaction Document (except to the extent such damages are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or gross negligence of such Agent Indemnitee), nor shall any Agent Indemnitee, the Company or any Guarantor have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after a Closing Date) (other than, in the case of the Company or any Guarantor, in respect of any such damages incurred or paid by an Agent Indemnitee to a third party for which such Agent Indemnitee is otherwise entitled to indemnification pursuant to this Section 10.8). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.8 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Company or any Guarantor, their respective directors, officersstockholders or creditors or an Agent Indemnitee or any other Person, employeeswhether or not any Agent Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Transaction Documents is consummated. (c) To the extent the Agent Indemnitee is not reimbursed and indemnified by the Company, agents, counsel the Holders will reimburse and indemnify the Notes Agent or any other advisors Agent-Related Person (each an in proportion to their respective “Indemnified Person”) against, percentage” as used in determining the Requisite Holders for and hold each of them harmless from, against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred at any time by the Notes Agent or any other Agent-Related Person in performing its duties hereunder or under any other Transaction Document or in any way relating to or arising out of this Agreement or any other Transaction Document (including, without limitation, any indemnification provided by the Notes Agent under any Transaction Document); provided that no Holder shall be liable to an Agent Indemnitee for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent Indemnitee’s gross negligence or willful misconduct (as determined by a court of any kind or nature whatsoever, including competent jurisdiction in a final and non-appealable decision). In the reasonable fees and disbursements case of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating giving rise to any Indemnified Liabilities, this Section 10.8 applies whether any such investigation, litigation or proceeding is brought by any Holder or any other Person. Without limitation of the foregoing, irrespective each Holder shall reimburse the Notes Agent, as applicable, upon demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees, costs and expenses) incurred by the Notes Agent, as applicable, in connection with the preparation, execution, delivery, administration, modification, amendment, forbearance or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein or in any Transaction Document, or in connection with any transaction contemplated hereunder, or in connection with any action taken or omitted to be taken by Notes Agent or Agent-Related Person, as applicable, under or in connection with any of the Indemnified Person shall be designated a party thereto foregoing including without limitation, exercising any of the Notes Agent’s powers, rights, and remedies and performing its duties hereunder and thereunder (or omitting to do the “Indemnified Liabilities”same); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and , in each case, to the extent that the foregoing indemnification Notes Agent is not reimbursed for such expenses by or on behalf of the Company, provided that such reimbursement by the Holders shall not affect the Company’s continuing reimbursement obligations with respect thereto, provided further that the failure of any Holder to indemnify or reimburse the Notes Agent shall not relieve any other Holder of its obligation in respect thereof. If any indemnity furnished to the Notes Agent for any reason held unenforceablepurpose shall, each of Holdings and Borrower agrees to make in the maximum contribution to the payment and satisfaction of each opinion of the Indemnified Liabilities which Notes Agent, be insufficient or become impaired, the Notes Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is permissible furnished. (d) All amounts due under applicable lawSection 10.8 shall be paid within twenty (20) Business Days after written demand therefor. The agreements in this Section 10.8 shall survive the resignation of the Notes Agent, the replacement of any Holder, and the repayment, satisfaction or discharge of all Note Obligations.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the reasonable all reasonable, reasonably itemized, out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each together with any fees and charges suffered or incurred by the Administrative Agent in connection with title insurance policies, collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, all costs and expenses reasonably incurred or paid by the Administrative Agent, including reasonable legal fees and disbursements and court costs, in connection with any amount payable under Section 2.6(e) hereof and in connection with any Default or Event of Holdings Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred by the Administrative Agent, any receiver, receiver-manager, agent or consultant in connection with any proceeding under or pursuant to any Insolvency Legislation involving the Borrower hereby or any other Obligor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, each Lender, the L/C Issuer, each Affiliate of a Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified Person”"Indemnitee") against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for the Administrative Agent only and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from the Loans gross negligence or wilful misconduct of the party claiming indemnification or the final judicial determination of a breach by the party claiming indemnification of its express obligations under the Loan Documents. The Borrower, upon demand by the Administrative Agent at any time, shall reimburse the Administrative Agent for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or wilful misconduct of the party to be indemnified or the final judicial determination of a breach by the party to be indemnified of its express obligations under the Loan Documents. To the extent permitted by Applicable Law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to sue for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel to any such Indemnitee, arising out of any claim for personal injury or property damage in connection with the Borrower or any other Obligor or otherwise occurring on or with respect to any investigationits Property (whether owned or leased), litigation except for damages, costs, losses or other proceeding relating to any of expenses arising from the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconductwilful misconduct of the party claiming indemnification or the final judicial determination of a breach by the party claiming indemnification of its express obligations under the Loan Documents. If and to the extent that the foregoing This indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to shall survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents; Documents and the other instruments and documents to be delivered hereunder or thereunder (ii) all reasonable costs not to exceed $ in legal fees of the Bank payable by the Borrower in connection with the instruments and expenses of Agent documents executed and its Affiliatesdelivered on or about the date hereof), and fees in connection with the recording or filing of any of the foregoing, and disbursements of counsel (including allocated costs in connection with the transactions contemplated hereby or thereby, and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications consents hereunder or waivers of or amendments hereto or thereto, including the terms of any Loan Documents, and (iii) all reasonable costs fees and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements counsel for the Bank with respect to all of counsel the foregoing (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all costs and expenses (including court costs and attorneys' fees), each if any, incurred or paid by the Bank or any other holder of Holdings and the Obligations in connection with any Default or Event of Default or in connection with the enforcement of this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder. The Borrower hereby further agrees to indemnify each Agent-Related Personthe Bank, each Lenderand any security trustee, any Affiliate thereof and their respective directors, officers, officers and employees, agents, counsel and other advisors (each an “Indemnified Person”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs liabilities and expenses for internal legal services)(including, without limitation, all expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto) which any of them may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or payor incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan, other than those which arise from the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconductmisconduct of the party claiming indemnification. If and The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each gross negligence or willful misconduct of the Indemnified Liabilities which is permissible party to be indemnified. The obligations of the Borrower under applicable lawthis Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated,. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys' fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. 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 direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to sue for axx claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by Whitestone REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationenvironmental law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by Whitestone REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with Whitestone REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by Whitestone REIT, the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement for a period of five (5) years, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent each the Agent, the Conduit Lenders and any Citibank in connection with the preparation, review, negotiation, reproduction, execution and delivery of its Affiliatesthis Agreement, the Advance Notes and the other Program Documents, including without limitation, subject to the terms of the Fee Letter, the reasonable fees and disbursements of counsel to Agent (including allocated the Agent, the Conduit Lenders and Citibank. The Borrower also agrees to promptly pay on demand all reasonable costs and expenses of each Secured Party in connection with the administration, modification and amendment of this Agreement, the Advance Notes and the other Program Documents including, without limitation, the reasonable fees and disbursements of counsel for internal legal services if CSCC is no longer Agent hereundereach such Person with respect thereto and with respect to advising each Secured Party as to their respective rights, remedies and responsibilities under this Agreement and the other Program Documents, all actuarial fees, filing fees and periodic auditing expenses. The Borrower further agrees to pay on demand all reasonable costs and expenses of each Secured Party (including, without limitation, the reasonable fees and disbursements of counsel), in connection with the negotiationenforcement (whether through negotiations, preparationlegal proceedings or otherwise) of this Agreement and the other Program Documents. (b) In addition, execution and delivery the Borrower shall pay on demand, in connection with the transactions contemplated by the Program Documents, the applicable pro-rata (based upon the outstanding principal amount of the Loan Documents; (iiAdvances funded by such Conduit Lender in relation to the amount funded by such Conduit Lender to other borrowers or sellers) all reasonable costs and expenses of Agent the rating agencies’ rating each Conduit Lender’s promissory notes incurred after the Closing Date and its Affiliates, and fees and disbursements of counsel (including allocated only to the extent such costs and expenses for internal legal services if CSCC is no longer Agent hereunder), are not included in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and fees payable by the Borrower under the Fee Letter. (iiic) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of, the foregoing (each each, an “Indemnified PersonParty”) against, from and hold each of them harmless from, against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, including (including, without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person counsel) (including allocated costs and expenses for internal legal services), which may be imposed on, collectively the “Liabilities”) that are incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Program Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including, without limitation any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement, any other Program Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant or agreement by the Borrower, including the Trustee, the Custodian or the Cedant (each a “Subject Entity”) contained in any Program Document or the Trust Agreement; (iii) any representation or warranty made by the Borrower or any other Subject Entity, contained in any Program Document or in any certificate, statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower or any other Subject Entity to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Secured Parties a first priority perfected security interest in all of the Assigned Collateral; (vi) any action or omission, not expressly authorized by the Program Documents, by the Borrower or any other Subject Entity, which has the effect of reducing or impairing the Assigned Collateral or the rights of the Agent or the Secured Parties with respect thereto; (vii) any Default or Event of Default; and (viii) any transactions related to any investigationthe funding, litigation carrying or other proceeding relating to any repayment of the foregoing, irrespective outstanding principal amount of whether the Indemnified Person shall be designated a party thereto (Advances in connection with the “Indemnified Liabilities”)Program Documents; provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities except to the extent they any such Liability payable to an Indemnified Party is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified PersonParty’s bad faith, gross negligence or willful misconduct. If and . (d) Without prejudice to the extent that survival of any other agreement of the foregoing indemnification is for any reason held unenforceableBorrower hereunder, each the agreements and obligations of Holdings the Borrower contained in this Section 9.04 shall survive the termination of this Agreement and Borrower agrees to make the maximum contribution to the payment in full of principal and satisfaction of each of Yield on the Indemnified Liabilities which is permissible under applicable lawAdvances.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Holdings Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to sue for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationenvironmental law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement for a period of five (5) years, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereundera single local counsel per jurisdiction necessary to the Administrative Agent), in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each of Holdings and . The Borrower hereby agrees to indemnify each pay to the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or all reasonable and documented out-of-pocket fees and disbursements of counsel for any kind such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or nature whatsoeverpreparation therefor, including whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than other than (i) those which arise from the gross negligence, bad faith or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, any such Indemnitee) incurred by, in connection with investigating or asserted defending against any Indemnified Person, in any way relating to or arising out of any of the Loan Documentsforegoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence, bad faith, or willful misconduct of the party to be indemnified. To the extent permitted by applicable Legal Requirements, the use Borrower and the Guarantors shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or intended use of punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the proceeds of the Loans other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to sxx for any claim for contribution against, each Indemnitee for any damages, loss or reasonable and documented out-of-pocket costs and expenses, including without limitation, response, remedial or removal costs and all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any Hazardous Material Activity at any of the Real Properties, (ii) the violation of any Environmental Law by ARC REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any investigationReal Property, litigation (iii) any claim for personal injury or other proceeding relating property damage in connection with the ARC REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any Real Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by ARC REIT, the Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct, bad faith or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent the Administrative Agent, the Joint Lead Arrangers and any their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of its Affiliatesthis Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and disbursements expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent (including allocated costs as to its rights and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) responsibilities under this Agreement. The Borrower further agrees to pay promptly upon demand all reasonable costs and expenses of the Administrative Agent and the Lenders, if any, (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Loan Documents, including its Affiliatesrights under this Section, or (B) in connection with the Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent and the Lenders taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent and any Lender to the extent needed to avoid an actual or potential conflict of interest). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers and each Lender, and fees each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and disbursements against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of counsel or in connection with or relating to (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)including, without limitation, in connection with any amendmentsinvestigation, modifications litigation or waivers proceeding or preparation of a defense in connection therewith) this Agreement, any of the terms transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any Loan Documentspending or threatened claim or any action or proceeding arising therefrom, and whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses believes in good faith that it is necessary or appropriate for internal it to resist any legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout process or other refinancing compulsion of law which is purported to be asserted against it) and whether or restructuring not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any bankruptcy of its Affiliates and whether or insolvency case not any of the transactions contemplated hereby are consummated or proceedingthis Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In connection with the costs and expenses case of an investigation, litigation or other proceeding to be paid by Borrower which the indemnity in accordance with this Section 8.48.04(b) applies, Agent such indemnity shall provide detailed invoices be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other reasonable supporting documentation upon request. In addition, Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby shall be are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each any Lender, any Affiliate thereof and of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, counsel and other advisors (each an “Indemnified Person”) againston any theory of liability, and hold each of them harmless fromfor special, any and all liabilitiesindirect, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses consequential or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or punitive damages arising out of or otherwise relating to this Agreement, any of the Loan Documents, transactions contemplated herein or the use actual or intended proposed use of the proceeds of the Loans Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Revolving Loan, as a result of a payment or Conversion pursuant to Section 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.16, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to by any of the foregoing, irrespective foregoing or in the loan documentation and the performance by an Indemnified Party by any of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities foregoing except to the extent they that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. If and . (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the extent that Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make 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 maximum contribution to the payment fees and satisfaction disbursements of each of the Indemnified Liabilities which is permissible under applicable lawits legal counsel.

Costs and Expenses; Indemnification. (a) The Borrower agrees to shall pay on demand by Agent (i) all reasonable and documented out of pocket expenses incurred by the Agent, the Joint Lead Arrangers and each of their respective Affiliates (including the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliatesfees, and the reasonable fees charges and disbursements of (x) counsel to for the Agent and (including allocated costs and expenses y) one counsel for internal legal services if CSCC is no longer Agent hereunderall the Joint Lead Arrangers), in connection with the syndication of the term loan facility provided for herein, the preparation, due diligence, negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with Documents or any amendments, modifications or waivers of the terms of any Loan Documents, and provisions hereof or thereof (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby or thereby shall be consummated); (ii) [reserved]; and (iii) all out-of-pocket expenses incurred by the Agent or any Lender (including the fees, each charges and disbursements of Holdings one counsel for the Agent and one counsel for the Lenders in the aggregate), in connection with the enforcement or protection of their respective rights during the existence of any Default or Event of Default (A) in connection with this Agreement and the other Loan Documents, including their rights under this Section, or (B) in connection with the Loans made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower hereby agrees to shall indemnify the Agent, each Agent-Related Person, each LenderJoint Lead Arranger, any Affiliate thereof each Lender and their respective directors, officers, employees, agents, counsel and other advisors each of the Related Parties of such Person (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and related expenses or disbursements of any kind or nature whatsoever, (including the reasonable fees fees, charges and disbursements of one counsel for all Agent-Related Persons and one counsel for all other Indemnitees (except, in each case, to an Indemnified Person (including allocated costs and expenses for internal legal servicesthe extent that separate counsel would be required as a result of any conflict of interest)), which may be imposed on, incurred by, by any Indemnitee or asserted against any Indemnified PersonIndemnitee by any third party or by the Borrower or any other Loan Party arising out of, or awarded against any Indemnitee, promptly following written demand therefor setting forth in reasonable detail a description of such claims, damages, losses, liabilities and expenses, in any way relating to or each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (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, including the Transaction or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, ); (ii) any Loan or the use or intended proposed use of the proceeds therefrom; (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Claim 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 Loans 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 such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) arise from disputes between Indemnitees not in the Indemnitees’ capacities as Joint Lead Arrangers or Agent, that does not arise or result from any act or omission by the Borrower or any Subsidiary thereof; provided that this clause (A) shall not apply to limit the availability of indemnity to the Agent and the Agent-Related Persons for disputes among Indemnitees other than the Agent and any Agent-Related Person; (B) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; or (C) 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 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. In the case of any claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) to which the indemnity in this Section applies, such indemnity shall be effective whether or not such Proceeding is brought by the Borrower, its equity holders or creditors, whether or not an Indemnitee is otherwise a party thereto and whether or not any aspect of the Transaction is consummated. The Borrower shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceeding against an Indemnitee in respect of which indemnity could have been sought under this Section 11.04(b) by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to any admission. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) to be paid by it to any Agent-Related Person or any Related Party of such Agent-Related Person, each Lender severally agrees to pay to such Agent-Related Person such Lender’s Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such, or against any Related Party acting for such Agent-Related Person in connection with such capacity. The obligations of the Lenders under this subsection (c) (i) are subject to the provisions of Section 2.16 and (ii) shall not in any way limit the obligations of the Borrower under this Section 11.04. (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by third parties of any information or other materials obtained through IntraLinks or any other Platform or other similar information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, including with respect to any investigationother than for direct, litigation or other proceeding relating to any of actual damages resulting from the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconductmisconduct of such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction. (e) The obligations in this Section shall survive payment of all other Obligations. If At the election of any Indemnitee, the Borrower shall defend such Indemnitee using legal counsel satisfactory to such Indemnitee in such Person’s sole discretion, at the sole cost and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each expense of the Indemnified Liabilities Borrower. All amounts owing under this Section shall be paid within 30 days after demand (which is permissible under demand shall be accompanied by a statement from the applicable lawIndemnitee setting forth such amounts in reasonable detail).

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of Agent and any of its Affiliatesthe Agents, the Document Custodian, the Securities Intermediary and the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), Collateral Administrator in connection with the preparation, review, negotiation, preparationreproduction, execution and delivery of this Agreement and the Loan other Facility Documents; , including (iibut limited, in the case of legal fees and expenses, to) all the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent plus, if necessary, one additional local counsel, one outside counsel for the Collateral Agent, the Document Custodian, the Securities Intermediary and the Collateral Administrator (unless one counsel shall not be able to represent such parties due to an actual or perceived conflict of interest, in which case one additional counsel for each party affected by such conflict), plus, if necessary, one additional local counsel, costs and expenses of Agent creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and its Affiliatesrecording fees, expenses and taxes, stamp or documentary taxes, search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Document Custodian, the Securities Intermediary and the Collateral Administrator as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on written demand all reasonable and documented out-of-pocket costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement (including the enforcement of this Section 12.04), the Notes or any other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by any Secured Party in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of any Secured Party or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of counsel attorneys (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereundersubject to the limitations set forth in the first sentence of this clause (a)), in connection with accountants, auditors, consultants, appraisers and other professionals engaged by any amendmentsSecured Party. Without prejudice to its rights hereunder, modifications or waivers the expenses and the compensation for the services of the terms of any Loan Documents, and (iii) all reasonable costs and Secured Parties are intended to constitute expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel administration under any applicable insolvency Law. (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by b) The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of, the foregoing (each each, an “Indemnified PersonParty”) against, from and hold each of them harmless from, against any and all liabilitiesLiabilities that may be incurred by or asserted or awarded against any Indemnified Party (including reasonable and documented attorneys’ fees and expenses for each Indemnified Party and limited, obligationssolely in the case of Liabilities owing to the Administrative Agent in respect of attorney’s fees and expenses, to the reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each applicable jurisdiction), in each case arising out of or in connection with or by reason of the execution, delivery, enforcement (including the enforcement of this Section 12.04), performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby or the use of proceeds of any Advance (and regardless of whether or not any such transactions are consummated) and regardless of whether or not arising out of a suit, claim or other action brought by the Borrower, the Servicer, the Equityholder or any third party, except (A) to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing or (B) in the case of any Indemnified Party other than the Collateral Agent, the Collateral Administrator, the Document Custodian and the Securities Intermediary (or their respective Affiliates, officers, directors, employees, agents, managers or controlling Persons), to the extent any such Liability results from a claim brought by the Borrower against an Indemnified Party for a material breach of such Indemnified Party’s obligations hereunder or under any other Facility Document, if the Borrower has obtained a final, non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Borrower shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party (or, in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Party or (ii) includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding. This Section 12.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of etc. arising from any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawnon-Tax claim.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereundera single local counsel per jurisdiction necessary to the Administrative Agent), in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each of Holdings and . The Borrower hereby agrees to indemnify each pay to the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or all reasonable and documented out-of-pocket fees and disbursements of counsel for any kind such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or nature whatsoeverpreparation therefor, including whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than other than (i) those which arise from the gross negligence, bad faith or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, any such Indemnitee) incurred by, in connection with investigating or asserted defending against any Indemnified Person, in any way relating to or arising out of any of the Loan Documentsforegoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence, bad faith, or willful misconduct of the party to be indemnified. To the extent permitted by applicable Legal Requirements, the use Borrower and the Guarantors shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or intended use of punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the proceeds of the Loans other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to sxx for any claim for contribution against, each Indemnitee for any damages, loss or reasonable and documented out-of-pocket costs and expenses, including without limitation, response, remedial or removal costs and all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any Hazardous Material Activity at any of the Real Properties, (ii) the violation of any Environmental Law by ARCAF REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any investigationReal Property, litigation (iii) any claim for personal injury or other proceeding relating property damage in connection with the ARCAF REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any Real Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by ARCAF REIT, the Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct, bad faith or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns. (c) This Section 12.15 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable all out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all out‑of‑pocket costs and expenses reasonably incurred or paid by the Administrative Agent, such Lender, or any such holder, including reasonable attorneys' fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent or a Lender at any time, shall reimburse the Administrative Agent or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconductproceeds thereof. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each The obligations of the Indemnified Liabilities which is permissible Borrower under applicable lawthis Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. Borrower agrees to pay on demand by Agent The Borrowers jointly and severally agree that they will: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable and documented out-of-pocket costs and expenses of each Agent in connection with the preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable and documented fees and disbursements of McGuireWoods LLP, as counsel to the Administrative Agent, and of a single law firm of outside local counsel for the Administrative Agent in any applicable jurisdiction as to which the Administrative Agent reasonably determines local counsel is necessary) and of each Agent in connection with their syndication efforts with respect to this Agreement, of the Administrative Agent and each Issuing Lender in connection with Cash Collateral arrangements entered into by such Persons and of each Agent and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein or in connection with any refinancing or restructuring of its Affiliatesthe credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, and without limitation, the reasonable fees and disbursements of counsel to and consultants for the Administrative Agent (including allocated costs and expenses and, after the occurrence of an Event of Default, one additional counsel for internal legal services if CSCC is no longer Agent hereunderthe Lenders as a group), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all reasonable costs pay and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers hold each of the terms Lenders harmless from and against any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any Loan Documents, and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) all reasonable costs and expenses of indemnify each Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related PersonJoint Lead Arranger and, each Lender, any Affiliate thereof and their respective its officers, directors, officers, employees, agentsaffiliates, counsel representatives and other advisors agents and each of their respective Related Parties (each each, an “Indemnified PersonParty”) against, from and hold each of them harmless from, against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding brought by any Person, including, without limitation, any Borrower or any Subsidiary or Affiliate of any Borrower (whether or not any Agent or any Lender is a party thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of any transactions contemplated herein or in any other Credit Document or the exercise of any of their rights or remedies provided herein or in the other Credit Documents, provided that the indemnity described above in this clause (iii)(a) shall not apply to any liabilities, obligations, losses, claims, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements incurred by, imposed on or assessed as a result of, or arising out of, or in any way related to, or by reason of (A) the gross negligence, willful misconduct or bad faith of such Indemnified Party as determined by a court of competent jurisdiction by final and nonappealable judgment, (B) a claim brought by any Borrower against an Indemnified Party for material breach of such Indemnified Party’s funding obligations hereunder at a time when the Borrowers have not breached their obligations hereunder in any material respect as determined by a court of competent jurisdiction in a final and nonappealable judgment or (C) any litigation, proceeding or other action solely between or among the Indemnified Parties (excluding, however, any liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (all of which shall be covered by such indemnity) incurred by, imposed on or assessed against the Indemnified Parties as a result of, or arising out of, or in any way related to, or by reason of any kind such litigation, proceeding or nature whatsoeveraction to which the Administrative Agent, or the Collateral Agent (or any of their respective officers, directors, employees, affiliates, representatives or agents) is a party in its capacity as such) to the extent (and only to the extent) that such litigation, proceeding or other action does not relate to, or arise from, any action or omission by Silgan or any of its Subsidiaries, or (b) the actual or alleged presence of hazardous materials in the air, surface water or groundwater or on the surface or subsurface of any Real Property owned or at any time operated by Silgan or any of its Subsidiaries, the generation, storage, transportation, handling or disposal of hazardous materials by or of (or on behalf of or at the direction of) Silgan or any of its Subsidiaries at any location, whether or not owned or operated by Silgan or any of its Subsidiaries, the non-compliance of any Real Property with foreign, federal, state and local laws, regulations, and ordinances (including applicable permits thereunder) applicable to any Real Property, or any environmental claim asserted against Silgan, any of its Subsidiaries or any Real Property owned or at any time operated by Silgan or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, other consultants incurred by, or asserted against in connection with any Indemnified Person, in any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any such investigation, litigation or other proceeding relating to (but, in each case, excluding any of the foregoinglosses, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities liabilities, claims, damages or expenses to the extent they resulted from such Indemnified Person’s incurred by reason of the gross negligence or willful misconductmisconduct of the Person to be indemnified (as determined by a court of competent jurisdiction in a final and non-appealable decision)). If and to To the extent that the foregoing indemnification undertaking to indemnify, pay or hold harmless any Agent or any Lender set forth in the preceding sentence may be unenforceable because it is for violative of any reason held unenforceablelaw or public policy, each of Holdings and Borrower agrees to the Borrowers shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities indemnified liabilities which is permissible under applicable lawApplicable Law.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable all out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent, and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, or a Lender at any time, shall reimburse the Administrative Agent or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconductproceeds thereof. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each The obligations of the Indemnified Liabilities which is permissible Borrower under applicable lawthis Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Arrangers incurred on or after the Closing Date within thirty (30) days of a written demand therefor, together with backup documentation supporting such reimbursement request, associated with the syndication of the Credit Facilities and the preparation, negotiation, execution, delivery and administration of the Loan Documents and any amendment, modification, waiver or consent with respect thereto (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and the Arrangers, taken as a whole, and, (x) if necessary, of one local counsel in any relevant material jurisdiction to such Persons, taken as a whole and (y) if reasonably determined by any of its Affiliatesthe Administrative Agent’s or the Arrangers’ counsel that representation of all such Persons would create a conflict of interest, of one additional counsel to all affected Persons taken as a whole), together with any fees and charges suffered or incurred by the Administrative Agent and the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), Arrangers in connection with title insurance policies, if any, collateral filing fees and lien searches and, after the negotiationoccurrence of an Event of Default, preparation, execution and delivery audits of the Loan DocumentsCollateral performed by the Administrative Agent or its agents or representatives; and (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, any Lender or the L/C Issuer within thirty (30) days of a written demand therefor, together with backup documentation supporting such reimbursement request (but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one counsel to the Administrative Agent and its Affiliatesthe Lenders, taken as a whole, and, (x) if necessary, of one local counsel in any relevant material jurisdiction to such Persons, taken as a whole and fees and disbursements (y) if reasonably determined by any of the Administrative Agent’s or Arrangers’ counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)that representation of all such Persons would create a conflict of interest, of one additional counsel to all affected Persons taken as a whole) in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with addition to the costs and expenses to be paid by reimbursement provisions set forth above, the Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby further agrees to indemnify each the Arrangers, the Administrative Agent-Related Person, the L/C Issuer, each Lender, and each Related Person of any Affiliate thereof and their respective directorsof the foregoing Persons (each, officers, employees, agents, counsel and other advisors (each an “Indemnified Person”) against, and hold each of them Indemnified Person harmless from, any and all liabilities, obligations, losses, claims, damages, penaltiesliabilities and expenses (limited, actionsin the case of legal fees and expenses, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including to the reasonable fees and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnified Persons taken as a whole and, solely in the case of an actual conflict of interest, one additional counsel to all affected Indemnified Person (including allocated costs and expenses for internal legal services)Persons taken as a whole, which may be imposed onand, incurred byif reasonably necessary, or asserted against any Indemnified Person, one local counsel in any way relating relevant material jurisdiction to or arising out of any such Indemnified Persons, taken as a whole) incurred in respect of the Loan Documents, Credit Facilities or the use or intended proposed use of the proceeds of any Loan or Letter of Credit, except to the Loans extent they arise from the gross negligence, bad faith or willful misconduct of, or a material breach of the Loan Documents by, such Indemnified Person (as determined by a final, non-appealable judgment of a court of competent jurisdiction) or any dispute solely among Indemnified Persons (other than any claims against an Indemnified Person in its capacity as Administrative Agent or Arrangers) and not arising out of any act or omission of Holdings or any of its Subsidiaries (including the Borrower). Notwithstanding the foregoing, (a) each Indemnified Person shall be obligated to refund and return any and all amounts paid by the Borrower to such indemnified Person for fees, expenses or damages to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof and (b) the Borrower will only be liable out-of-pocket costs and expenses (including legal fees, expenses and disbursements) under this Agreement to the extent such out-of-pocket costs and expenses are invoiced within a ninety (90 ) day period for which the underlying service giving rise to such obligation occurred (other than in the case of certain vendor or foreign local counsel fees and disbursement, in which case, the ninety (90 ) day period may be extended as reasonably agreed to by the Borrower). This Section 13.15(a) shall not apply with respect to taxes other than any taxes that represent losses, claims or damages arising from any non-tax claim. (b) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 13.15 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Person of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Person, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the total unused Commitments and Revolving Credit Commitment exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ percentage of aggregate unused Commitments and outstanding Loans, in each case, under the applicable Class (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further 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 (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Person of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (cb) are subject to the provisions of Section 13.22. (c) To the fullest extent permitted by applicable law, each of the parties hereto (and their respective Related Persons) shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any other party (or their respective Related Persons), 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, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that nothing contained in this sentence shall limit the Borrower’s indemnification obligations hereinabove to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which an Indemnified Person is otherwise entitled to indemnification hereunder. No Indemnified Person referred to in subsection (ba) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnified Person 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, including with respect to any investigationother than for direct or actual damages resulting from the gross negligence, litigation bad faith or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion willful misconduct of such Indemnified Liabilities to Person as determined by a final and nonappealable judgment of a court of competent jurisdiction. (d) The obligations of the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to under this Section 13.15 shall survive the payment and satisfaction of each the Obligations and the termination of the Indemnified Liabilities which is permissible under applicable lawthis Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by all reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and of each Lead Arranger in connection with the preparation, due diligence, negotiation, syndication, and administration of the Loan Documents (i) including, but not limited to the reasonable and documented fees, disbursements and other charges of counsel, which shall be limited to one counsel to the Lead Arrangers and the Administrative Agent, and of any special and local (but limited to one in any relevant jurisdiction) counsel to the Lenders required to be retained by the Lead Arrangers and in the case of an actual or perceived conflict of interest, one additional counsel for all similarly situated Persons, taken as a whole in each appropriate jurisdiction), whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent and each Lender, all out-of-pocket costs and expenses of Agent reasonably incurred or paid by the Administrative Agent, such Lead Arranger, such Lender, or any such holder, including reasonable and any of its Affiliates, and the reasonable documented attorneys’ fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)court costs, in connection with the negotiation, preparation, execution and delivery enforcement of any of the Loan Documents; Documents (ii) including all reasonable such costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), incurred in connection with any amendments, modifications proceeding under the United States Bankruptcy Code involving the Borrower as a debtor thereunder) or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any outwork-of-court workout or other refinancing out or restructuring or any bankruptcy or insolvency case or proceeding. In connection with in respect of the costs and expenses to be paid by Obligations hereunder. (b) The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby further agrees to indemnify the Administrative Agent, each Agent-Related PersonLead Arranger, each Lender, any Affiliate thereof and, and each of their Affiliates and successors and assigns and their respective directors, officers, employees, agents, counsel financial advisors, controlling Persons, consultants and other advisors representatives (each such Person being called an “Indemnified PersonIndemnitee”) against, from and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable and documented out-of-pocket fees and disbursements of counsel (which charges shall be limited charges of one counsel to all Indemnitees, taken together, and of any special and local (but limited to one in any relevant jurisdiction) counsel to the such Indemnitees required to be retained and in the case of an Indemnified Person (including allocated costs actual or perceived conflict of interest among Indemnitees, one additional counsel for all similarly situated Persons, taken as a whole in each appropriate jurisdiction) and all reasonable and documented out-of-pocket expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or any actual or alleged presence or Release of Hazardous Materials on or from any Property owned or operated by the Loans Borrower or any Subsidiary or any liability under any Environmental Law, except, in each case, (i) to the extent such losses, claims, damages, penalties, judgments, liabilities and expenses resulted from such Indemnitee’s or any of its Related Persons’ gross negligence, bad faith or willful misconduct as determined by a final, non-appealable judgment of a court with competent jurisdiction, (ii) to the extent resulting from any claim, litigation, investigation or proceeding that does not involve the act or omission of the Borrower or any of its Affiliates and that is brought by an Indemnitee solely against another Indemnitee, other than claims against the Lead Arrangers or Administrative Agent in its capacity in fulfilling its role as such or (iii) to the extent arising from a material breach by such Indemnitee or any of its Related Persons of its obligations under this Agreement as found by a final, non-appealable judgment of a court with competent jurisdiction. Paragraph (b) of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, liabilities, etc. arising from any non-Tax claim. (c) To the extent permitted by applicable law, the Borrower shall not, nor shall any Indemnitee or any Indemnitee’s Related Persons, assert, and each such Person hereby waives, any claim against any other such Person, 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 the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”)proceeds thereof; provided that neither Holdings nor Borrower this clause (c) shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to not limit the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each indemnity obligations of the Indemnified Liabilities which is permissible Borrower hereunder. The obligations of the Borrower under applicable lawthis Section 13.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of Agent the Agents, the Document Custodian, the Collateral Administrator and any the other Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of its Affiliatesthis Agreement and the other Facility Documents, and including the reasonable fees and disbursements of outside counsel for each of the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Document Custodian and the other Lenders, UCC filing fees and all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document; provided that the legal fees, charges and expenses of outside counsel to the Administrative Agent incurred prior to the Closing Date with respect to the foregoing shall not, in the aggregate, exceed $200,000. Further, the Borrower shall pay on demand (including allocated A) all reasonable and documented out-of-pocket costs and expenses for internal (including all reasonable fees, expenses and disbursements of outside legal services if CSCC is no longer Agent hereunder)counsel, auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Agents and the Lenders) incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable and documented out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent's security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums, and (C) after the occurrence of any Event of Default, all reasonable and documented out-of-pocket costs and expenses incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in connection with the negotiationpreservation, preparationcollection, execution and delivery foreclosure or enforcement of the Loan Documents; (ii) all reasonable costs Collateral subject to the Facility Documents or any interest, right, power or remedy of the Agents and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), the Lenders or in connection with the collection or enforcement of any amendments, modifications or waivers of the terms Obligations or the proof, protection, administration or resolution of any Loan Documentsclaim based upon the Obligations in any insolvency proceeding, and (iii) including all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of outside attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Agents and the Lenders; provided that in each case, there shall be a single primary counsel to (including allocated costs i) the Collateral Agent, the Document Custodian and expenses for internal legal services)the Collateral Administrator and (ii) the Administrative Agent and the Lenders and a single local counsel to (i) the Collateral Agent, the Document Custodian and the Collateral Administrator and (ii) the Administrative Agent and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Agents and the Lenders, in connection with which case each such similarly conflicted group of Persons may retain its own counsel). The undertaking in this Section shall survive repayment of the Obligations, any Defaultforeclosure under, or modification, release or discharge of, any or all of the Related Documents, termination of this Agreement and the resignation or replacement of the Collateral Agent. Without prejudice to its rights hereunder, the enforcement or attempted enforcement of, expenses and preservation the compensation for the services of the Collateral Agent are intended to constitute expenses of administration under any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any applicable bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by law. (b) The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of, the foregoing (each each, an “Indemnified PersonParty”) against, from and hold each of them harmless from, against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, (including the reasonable and documented fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which counsel) that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated) (collectively, the “Liabilities”), including any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement, any other Facility Document, any Related Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach of any covenant by the Borrower or the Collateral Manager contained in any Facility Document; (iii) any representation or warranty made or deemed made by the Borrower or the Collateral Manager contained in any Facility Document or in any certificate, including statement or report delivered in connection therewith is false or misleading; (iv) any failure by the Borrower or the Collateral Manager to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Collateral Agent (for the benefit of the Secured Parties) a perfected security interest in all of the Collateral free and clear of all Liens; (vi) any action or omission, not expressly authorized by the Facility Documents, by the Borrower or any Affiliate of the Borrower which has the effect of reducing or impairing the Collateral or the rights of the Agents or the Secured Parties with respect thereto; (vii) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any investigationCollateral, litigation whether at the time of any Advance or at any subsequent time; (viii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) of an Obligor to the payment with respect to any Collateral (including, without limitation, a defense based on any Collateral Loan (or the Related Documents evidencing such Collateral Loan) not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from any related property; (ix) the commingling of Collections on the Collateral at any time with other funds; (x) any failure by the Borrower to give reasonably equivalent value to the applicable seller, in consideration for the transfer by such seller to the Borrower of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xi) the failure of the Borrower, the Collateral Manager or any of their respective agents or representatives to remit to the Collection Account, within one Business Day of receipt, Collections on the Collateral Loans remitted to the Borrower, the Collateral Manager or any such agent or representative as provided in this Agreement; and (xii) any Default or Event of Default; provided, that (x) the Borrower shall not be liable (A) for any Liability or losses arising due to the deterioration in the credit quality or market value of the Collateral Loans or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities Collateral hereunder to the extent they that such credit quality or market value was not misrepresented in any material respect by the Borrower or any of its Affiliates or (B) to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted solely from such Indemnified PersonParty’s fraud, bad faith, gross negligence or willful misconduct. If and ; (C) to the extent any such Liability arises out of a claim or counterclaim brought by the Borrower or any of its Affiliates against an Indemnified Party for a material breach of such Indemnified Party’s obligations under this Agreement or any other Facility Document (which, in the case of any material breach with respect to the Indemnified Parties) arises as a result of its gross negligence, willful misconduct, fraud or bad faith), if the Borrower or such other Affiliate has obtained a final and non-appealable judgment in its favor on such claim or counterclaim as determined by a court of competent jurisdiction or (D) to the extent any such Liability arises from disputes solely between or among the Indemnified Parties not relating to or in connection with acts or omissions by the Borrower or any of its Affiliates and, with respect to the Collateral Agent, Collateral Administrator or Document Custodian, such disputes do not relate to this Agreement or other Facility Documents (it being understood that in the foregoing event of such dispute relating to or in connection with acts or omissions by the Borrower or any of its Subsidiaries or any of their respective Affiliates involving a claim or proceeding brought against the Administrative Agent or any of its Affiliates, directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, a “Related Party” and, in each case, acting in its capacity as such) by the other Indemnified Parties, the Administrative Agent or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this proviso) to the benefit of such indemnification) and (y) no Indemnified Party seeking indemnification hereunder shall, without the prior written consent of the Borrower (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party; provided, however that in no event will such Indemnified Party have any liability for any reason held unenforceablespecial, each exemplary, indirect, punitive or consequential damages in connection with or as a result of Holdings such Indemnified Party’s activities related to this Agreement or any Facility Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, further, this Section 16.04(b) shall not apply with respect to taxes, levies, imposts, deductions, charges and Borrower agrees to make the maximum contribution to the payment withholdings, and satisfaction all liabilities (including penalties, interest and expenses) with respect thereto, or additional sums described in Sections 2.09, 2.10 or 16.03, other than any taxes, levies, imposts, deductions, charges and withholdings that represent Liabilities arising from a claim under any Section of each of the Indemnified Liabilities which is permissible under applicable lawthis Agreement other than Sections 2.09, 2.10 or 16.03.

Costs and Expenses; Indemnification. Borrower agrees to pay on demand by Agent (a) In the event of (i) any action or proceeding that involves the reasonable out-of-pocket protection, preservation or enforcement of Lender’s rights or Guarantor’s obligations under this Guaranty, or (ii) Lender’s collection or enforcement without institution of litigation proceedings, Lender shall be entitled to payment, upon demand, from Guarantor of all costs and expenses of Agent and any of its Affiliatesassociated therewith, and the including reasonable attorneys’ fees and disbursements of counsel to Agent (including allocated costs litigation expenses. Guarantor will pay Lender, upon demand, all reasonable attorneys’ fees and expenses for internal legal services if CSCC is no longer Agent hereunder), incurred in connection with the negotiation, preparation, execution and delivery representation of the Loan Documents; (ii) all reasonable costs and expenses Lender in any aspect of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case proceeding initiated by or proceedingon behalf of Guarantor that concerns any of its obligations to Lender under this Guaranty, or otherwise. In connection with the costs event of a judgment against one party concerning any aspect of this Guaranty, the right to recover post-judgment attorneys’ fees incurred in enforcing the judgment shall not be merged into and expenses to be paid extinguished by Borrower in accordance with any money judgment. The provisions of this Section 8.4, Agent shall provide detailed invoices or constitute a distinct and severable agreement from the other reasonable supporting documentation upon request. contractual rights created by this Guaranty. (b) In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower Guarantor hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof affiliate thereof, and their respective directors, officers, employees, agents, counsel and other advisors (each an “Indemnified PersonParty”) ), against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person Party (including allocated costs and expenses for of internal legal servicescounsel), which may be imposed on, incurred by, or asserted against any Indemnified PersonParty, (i) in any way relating to or arising out of any of this Guaranty or the Loan DocumentsGuaranteed Obligations, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including or (ii) with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person Party shall be designated a party thereto (the “Indemnified Liabilities”); provided provided, however, that neither Holdings nor Borrower Guarantor shall not be liable to any Indemnified Person Party for any portion of such Indemnified Liabilities to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower Guarantor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. (c) At the election of any Indemnified Party, Guarantor shall defend such Indemnified Party using legal counsel satisfactory to such Indemnified Party in such Party’s sole discretion, at the sole cost and expense of Guarantor. (d) Any amounts payable to Lender under this Section if not paid upon demand shall bear interest from the date of such demand until paid in full, at the highest rate of interest provided for in the Note.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand by Agent (i) the reasonable out-of-pocket all costs and expenses of Agent (excluding any and any of its Affiliatesall present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed, levied, collected, withheld or assessed) of each of the Secured Parties in connection with the preparation, review, negotiation, reproduction, execution, delivery, administration, modification, amendment and enforcement of this Agreement and the other Program Documents to which the Borrower is a party, including, without limitation, the reasonable fees and disbursements of counsel for the Secured Parties with respect thereto and with respect to Agent (including allocated costs advising the Secured Parties as to their rights, remedies and responsibilities under this Agreement and the other Program Documents to which the Borrower is a party, UCC filing fees, periodic auditing expenses for internal legal services if CSCC is no longer Agent hereunder), incurred in connection and regulatory costs associated with the negotiation, preparation, execution clauses (h) and delivery (i) of the Loan Documents; (ii) SECTION 5.01 and all reasonable costs and expenses of Agent and its Affiliates, and other fees and disbursements of counsel expenses. (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iiib) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an “Indemnified Person”) againstmanagers of, and hold each of them harmless fromany Person controlling any of, the foregoing (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, including (including, without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal servicescounsel), which but excluding in all cases any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed levied, collected, withheld or assessed (collectively the "Liabilities") that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any Loan Document or any other Program Document to which the Borrower is a party or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including, without limitation any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement or any other Program Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower, including the Adviser, the Administrator or the Custodian contained in any Program Document; (iii) any representation or warranty made or deemed made by the Borrower or the Custodian contained in any Program Document or in any certificate, statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower, the Adviser, the Administrator or the Custodian to comply with respect any Applicable Law or contractual obligation binding upon it; (v) any failure to any investigationvest, litigation or other proceeding relating delay in vesting, in the Secured Parties a first-priority perfected (subject to any the Lien of the foregoing, irrespective of whether Custodian securing the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities Custodian's Overdraft Advances to the extent they permitted by Section 5.02(o) and other Permitted Liens) security interest in all of the Pledged Collateral; (vi) any action or omission, not expressly authorized by the Program Documents, by the Borrower, the Adviser, the Administrator or the Custodian, which has the effect of reducing or impairing the Pledged Collateral or the rights of the Agent or the Secured Parties with respect thereto; (vii) any Default or Event of Default; and (viii) any claim that any Secured Party has assumed any obligation or liability of the Borrower under any Loan Document or otherwise; and (ix) any transactions related to the funding, carrying or repayment of the outstanding principal amount of the Advances in connection with the Program Documents; EXCEPT to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s Party's gross negligence negligence, bad faith or willful misconduct. If and . (c) Without prejudice to the extent that survival of any other agreement of the foregoing indemnification is for any reason held unenforceableBorrower hereunder, each the agreements and obligations of Holdings the Borrower contained in this SECTION 9.04 shall survive the termination of this Agreement and Borrower agrees to make the maximum contribution to the payment in full of principal and satisfaction of each of Yield on the Indemnified Liabilities which is permissible under applicable lawAdvances.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable all out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, the Swingline Lender and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, the Swingline Lender such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents or the protection of its rights and interests thereunder (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent, the (and any sub-Related Personagent thereof), each Lender, the Swingline Lender and each L/C Issuer, and each Related Party of any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors of the foregoing Persons (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or Letter of Credit or any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, the Loans Borrower or any of their respective Subsidiaries, or any Environmental Liability related in any way to Holdings, the Borrower or any of their respective Subsidiaries, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined by a court of competent jurisdiction by final and nonappealable judgment. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, the Swingline Lender, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, the Swingline Lender, or such Lender and their Related Parties for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent permitted by applicable law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconductproceeds thereof. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each The obligations of the Indemnified Liabilities which is permissible Borrower under applicable lawthis Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. Borrower agrees (a) The Borrowers agree to pay on demand by Agent (i) the reasonable out-of-pocket all costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches; provided that in the absence of an Event of Default, the Borrowers shall not be required to pay for more than one (1) such environmental audit or fixed asset appraisal per calendar year. The Borrowers agree to pay to the Administrative Agent, the L/C Issuer and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving any Borrower hereby agrees or any Guarantor as a debtor thereunder). The Borrowers further agree to indemnify each the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification as finally determined by a court of competent jurisdiction. The Borrowers, upon demand by the Administrative Agent, the L/C Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as finally determined by a court of competent jurisdiction. To the extent permitted by applicable law, neither any Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrowers under this Section shall survive the termination of this Agreement. (b) Each of the Borrowers unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by any Loan Party or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationenvironmental law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by any Loan Party or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with any Loan Party or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by any Loan Party or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective relevant Indemnitee as finally determined by a court of whether the Indemnified Person competent jurisdiction. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of each of the Indemnified Liabilities which is permissible under applicable lawBorrowers and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket all costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby herein are consummated. Notwithstanding anything in the foregoing to the contrary, the Borrower shall not be consummatedliable, without its consent, for more than $10,000 of the legal fees of Xxxxxxx and Xxxxxx LLP, counsel to the Administrative Agent, in connection with the preparation, negotiation, and execution of this Agreement and the other Loan Documents to be delivered on or prior to the Closing Date. The Borrower agrees to pay to the Administrative Agent and each Lender, and any other holder of Holdings any Loan outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent and such Lender or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, each Lender, any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan Documentsor Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent or a Lender at any time, shall reimburse the Administrative Agent or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the use Borrower shall not assert, and hereby waives, any claim against any Indemnitee, or intended 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, the transactions contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Loans or Borrower under this Section shall survive the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any termination of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawthis Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees and the Guarantors jointly and severally agree to pay on demand by Agent (i) the reasonable out-of-pocket all fees, costs and expenses of Agent the Lender in connection with the preparation, negotiation, execution, delivery, administration, modification and any amendment of its Affiliatesthis Agreement, the Note, the Collateral Documents and the other Loan Documents, including, without limitation, search, filing and recording fees and taxes, costs of reappraisals required by the Lender and the reasonable fees and disbursements expenses of counsel for the Lender with respect thereto, and with respect to Agent (including allocated advising the Lender as to its rights and responsibilities under such documents. The Borrower and the Guarantors further jointly and severally agree to pay on demand all fees, costs and expenses for internal legal services of the Lender, if CSCC is no longer Agent hereunderany (including, without limitation, reasonable counsel fees and expenses), in connection with the negotiationenforcement (whether through negotiations, preparationlegal proceedings or otherwise) of this Agreement, execution the Note, the Collateral Documents and delivery of the other Loan Documents; (ii) all , including, without limitation, reasonable costs fees and expenses of Agent counsel for the Lender in connection with the enforcement of rights under this Section 7.04(a). Each of the Borrower and the Guarantors hereby authorizes the Lender and its AffiliatesAffiliates at any time and from time to time, without notice to the Borrower or the Guarantors, and whether or not the Lender shall have made any demand or an Event of Default shall have occurred, to charge any account of the Borrower or either of the Guarantors maintained by the Lender or its Affiliates against such fees, costs and expenses. The rights of the Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, rights of set-off) that the Lender and its Affiliates may have. (b) The Borrower and the Guarantors agree to indemnify and hold harmless the Lender and each of its Affiliates and officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements expenses of counsel counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)including, without limitation, in connection with any amendmentsinvestigation, modifications litigation or waivers proceeding or preparation of a defense in connection therewith) this Agreement, any of the terms transactions contemplated herein or the actual or proposed use of any Loan Documents, and (iii) all reasonable costs and expenses the proceeds of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documentsexcept to the extent such claim, and any outdamage, loss, liability or expense is found in a final, non-of-appealable judgment by a court workout of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other refinancing proceeding to which the indemnity in this Section 7.04(b) applies, such indemnity shall be effective whether or restructuring not such investigation, litigation or proceeding is brought by the Borrower, its directors, equityholders or creditors or an Indemnified Party or any bankruptcy other Person, whether or insolvency case or proceeding. In connection with the costs not any Indemnified Party is otherwise a party thereto and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be are consummated, each . Each of Holdings the Borrower and Borrower hereby the Guarantors also agrees not to indemnify each Agent-Related Person, each assert any claim against the Lender, any Affiliate thereof and of its Affiliates, or any of their respective directors, officers, employees, attorneys and agents, counsel and other advisors (each an “Indemnified Person”) againston any theory of liability, and hold each of them harmless fromfor special, any and all liabilitiesindirect, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses consequential or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or punitive damages arising out of or otherwise relating to this Agreement, any of the Loan Documents, transactions contemplated herein or the use actual or intended proposed use of the proceeds of the Loans Loan. (c) Without prejudice to the survival of any other agreement of the Borrower or the transactions contemplated hereby or therebyGuarantors hereunder, including with respect to any investigation, litigation or other proceeding relating to any the agreements and obligations of the foregoing, irrespective of whether Borrower and the Indemnified Person Guarantors contained in this Section 7.04 shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment in full of principal, interest and satisfaction of each of all other amounts payable hereunder, under the Indemnified Liabilities which is permissible under applicable lawNote and the other Loan Documents.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable all out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents or the protection of its rights and interests thereunder (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent, the (and any sub-Related Personagent thereof), each LenderLender and each L/C Issuer, and each Related Party of any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors of the foregoing Persons (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or Letter of Credit or any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, the Loans Borrower or any of their respective Subsidiaries, or any Environmental Liability related in any way to Holdings, the Borrower or any of their respective Subsidiaries, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined by a court of competent jurisdiction by final and nonappealable judgment. The Borrower, upon demand by the Administrative Agent, the L/C Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer or such Lender and their Related Parties for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent permitted by applicable law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconductproceeds thereof. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each The obligations of the Indemnified Liabilities which is permissible Borrower under applicable lawthis Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent the Administrative Agent, the Joint Lead Arrangers and any their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of its Affiliatesthis Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and disbursements expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent (including allocated costs as to its rights and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) responsibilities under this Agreement. The Borrower further agrees to pay promptly upon demand all reasonable costs and expenses of the Administrative Agent and the Lenders, if any, (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Loan Documents, including its Affiliatesrights under this Section, or (B) in connection with the Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent and the Lenders taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent and any Lender to the extent needed to avoid an actual or potential conflict of interest). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Joint Lead Arrangers, and fees each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and disbursements against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of counsel or in connection with or relating to (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)including, without limitation, in connection with any amendmentsinvestigation, modifications litigation or waivers proceeding or preparation of a defense in connection therewith) this Agreement, any of the terms transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any Loan Documentspending or threatened claim or any action or proceeding arising therefrom, and whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses believes in good faith that it is necessary or appropriate for internal it to resist any legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout process or other refinancing compulsion of law which is purported to be asserted against it) and whether or restructuring not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any bankruptcy of its Affiliates and whether or insolvency case not any of the transactions contemplated hereby are consummated or proceedingthis Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In connection with the costs and expenses case of an investigation, litigation or other proceeding to be paid by Borrower which the indemnity in accordance with this Section 8.48.04(b) applies, Agent such indemnity shall provide detailed invoices be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other reasonable supporting documentation upon request. In addition, Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby shall be are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each any Lender, any Affiliate thereof and of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, counsel and other advisors (each an “Indemnified Person”) againston any theory of liability, and hold each of them harmless fromfor special, any and all liabilitiesindirect, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses consequential or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or punitive damages arising out of or otherwise relating to this Agreement, any of the Loan Documents, transactions contemplated herein or the use actual or intended proposed use of the proceeds of the Loans Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Revolving Loan, as a result of a payment or Conversion pursuant to Section 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.16, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to by any of the foregoing, irrespective foregoing or in the loan documentation and the performance by an Indemnified Party by any of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities foregoing except to the extent they that any loss, claim, damage, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified PersonParty’s gross negligence or willful misconduct. If and . (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the extent that Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make 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 maximum contribution to the payment fees and satisfaction disbursements of each of the Indemnified Liabilities which is permissible under applicable lawits legal counsel.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of Agent and any of its Affiliatesthe Agents, the Document Custodian, the Securities Intermediary and the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), Collateral Administrator in connection with the preparation, review, negotiation, preparationreproduction, execution and delivery of this Agreement and the Loan other Facility Documents; , including (iibut limited, in the case of legal fees and expenses, to) all the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent and the Lenders plus, if necessary, one additional local counsel, and one outside counsel for the Collateral Agent, the Document Custodian, the Securities Intermediary and the Collateral Administrator (collectively), plus, if necessary, one additional local counsel, costs and expenses of Agent creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and its Affiliatesrecording fees, expenses and taxes, stamp or documentary taxes, search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Document Custodian, the Securities Intermediary and the Collateral USActive 59109857.15 Administrator as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on the Payment Date immediately following the Borrower’s receipt of written demand therefor all reasonable and documented out-of-pocket costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement (including the enforcement of this Section 12.04), the Notes or any other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by any Secured Party in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of any Secured Party or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim (whether brought by or involving any party hereto or any third party) based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of counsel attorneys (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereundersubject to the limitations set forth in the first sentence of this clause (a)), in connection with accountants, auditors, consultants, appraisers and other professionals engaged by any amendmentsSecured Party. Without prejudice to its rights hereunder, modifications or waivers the expenses and the compensation for the services of the terms of any Loan Documents, and (iii) all reasonable costs and Secured Parties are intended to constitute expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel administration under any applicable insolvency Law. (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by b) The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of, the foregoing (each each, an “Indemnified PersonParty”) against, from and hold each of them harmless from, against any and all liabilitiesLiabilities that may be incurred by or asserted or awarded against any Indemnified Party (including attorneys’ fees and expenses for each Indemnified Party and limited, obligationssolely in the case of Liabilities owing to the Administrative Agent in respect of attorney’s fees and expenses, to the reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each applicable jurisdiction), in each case arising out of or in connection with or by reason of the execution, delivery, enforcement (including the enforcement of this Section 12.04), performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby or the use of proceeds of any Advance (and regardless of whether or not any such transactions are consummated) and regardless of whether or not arising out of a suit, claim or other action brought by the Borrower, the Collateral Manager, the Equityholder or any third party, except (A) to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (i) with respect to the Collateral Agent, Document Custodian, Collateral Administrator or the Securities Intermediary, the gross negligence or willful misconduct of such Indemnified Party or (ii) with respect to any other Indemnified Party, the gross negligence, bad faith or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing or (B) in the case of any Indemnified Party (other than the Document Custodian, Collateral Administrator, Collateral Agent, the Securities Intermediary or their respective Affiliates, officers, directors, employees, agents, managers or controlling Persons) to the extent any such Liability results from a claim brought by the Borrower against an Indemnified Party for a material breach of such Indemnified Party’s obligations hereunder or under any other Facility Document, if the Borrower has obtained a final, non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the USActive 59109857.15 indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Borrower shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party (or, in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Party or (ii) includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding. This Section 12.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of etc. arising from any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawnon-Tax claim.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, each such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Holdings Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs for any such Indemnitee and all reasonable expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, or a Lender at any time, shall reimburse the Administrative Agent such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs ​ ​ relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationenvironmental law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement for a period of five (5) years, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent (excluding any and its Affiliatesall present or future taxes, levies, imposts, deductions, charges or withholdings, and fees and disbursements all liabilities with respect thereto, in each case, now or hereafter imposed, levied, collected, withheld or assessed) of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer the Administrative Agent hereunder), in connection with any amendmentsthe preparation, modifications or waivers review, negotiation, reproduction, execution, delivery, modification and amendment of this Agreement and the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, other Transaction Documents to which the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an “Indemnified Person”) against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoeveris a party, including the reasonable fees and disbursements of counsel for the Secured Parties with respect thereto and with respect to advising the Secured Parties, as to its rights, remedies and responsibilities under this Agreement and the other Transaction Documents to which the Borrower is a party, UCC filing fees, periodic auditing expenses incurred in connection with clauses (h) and (i) of Section 5.01 and all other related fees and expenses and (ii) after the occurrence and during the continuance of an Indemnified Person (including allocated Event of Default, all reasonable costs and expenses (excluding any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed, levied, collected, withheld or assessed) of the Secured Parties in connection with the enforcement of this Agreement and the other Transaction Documents to which the Borrower is a party including the reasonable fees and disbursements of counsel for internal legal servicesthe Secured Parties with respect thereto and with respect to advising the Secured Parties, as to their rights, remedies and responsibilities under this Agreement and the other Transaction Documents to which the Borrower is a party. (b) The Borrower agrees to indemnify and hold harmless each Secured Party and each of their Affiliates and the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations, expenses, penalties, actions, suits, judgments and disbursements of any kind or nature whatsoever, (including the reasonable fees and disbursements of counsel), which but excluding in all cases any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed levied, collected, withheld or assessed (collectively the “Liabilities”) that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any Loan Document or any other Transaction Document to which the Borrower is a party or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement or any other Transaction Document to which the Borrower is a party or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower contained in any Transaction Document to which the Borrower is a party; (iii) any representation or warranty made or deemed made by the Borrower contained in any Transaction Document to which the Borrower is a party or in any certificate, including statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower to comply with respect any Applicable Law or contractual obligation binding upon it; (v) any failure to any investigationvest, litigation or other proceeding relating delay in vesting, in the Secured Parties a first priority perfected (subject to any the Lien of the foregoing, irrespective of whether Custodian securing the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities Custodian’s Overdraft Advances to the extent they permitted by Section 5.02(o) and other Permitted Liens) security interest in all of the Pledged Collateral; (vi) any action or omission, not expressly authorized by the Transaction Documents to which the Borrower is a party, by the Borrower which has the effect of reducing or impairing the Pledged Collateral or the rights of the Administrative Agent or the Secured Parties with respect thereto; (vii) any Default or Event of Default relating to the Borrower; (viii) any claim that any Secured Party has assumed any obligation or liability of the Borrower under any Loan Document or otherwise; and (ix) any transactions related to the funding, carrying or repayment of the outstanding principal amount of the Advances in connection with the Transaction Documents to which the Borrower is a party; except to the extent any such Liability (A) is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified PersonParty’s gross negligence negligence, bad faith or willful misconduct, (B) arises solely by reason of any action or inaction by the Adviser, which action or inaction shall occur other than at the express direction of the Board of Trustees of the Borrower or (C) results from a claim brought by the Borrower against an Indemnified Party for breach of such Indemnified Party’s obligations hereunder or under any other Transaction Document. (c) For the avoidance of doubt, neither the payment of any Liability by the Borrower under Section 9.04(b) nor the terms of Section 9.04(b) shall be deemed to limit any right or cause of action the Borrower may have against any Indemnified Party or any other Person. If and Without prejudice to the extent that survival of any other agreement of the foregoing indemnification is for any reason held unenforceableBorrower hereunder, each the agreements and obligations of Holdings the Borrower contained in this Section 9.04 shall survive the termination of this Agreement and Borrower agrees to make the maximum contribution to the payment in full of principal and satisfaction of each of Yield on the Indemnified Liabilities which is permissible under applicable lawAdvances.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent (excluding any and any of its Affiliatesall present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed, levied, collected, withheld or assessed) of each of the Secured Parties, in connection with the preparation, review, negotiation, reproduction, execution, delivery, modification, amendment and enforcement of this Agreement and the other Program Documents to which the Borrower is a party, including, without limitation, the reasonable fees and disbursements of counsel for the Secured Parties with respect thereto and with respect to Agent (including allocated costs advising the Secured Parties, as to its rights, remedies and expenses for internal legal services if CSCC responsibilities under this Agreement and the other Program Documents to which the Borrower is no longer Agent hereunder)a party, UCC filing fees, the fees of S&P, Moody’s or any other rating agency that rates the promissory notes of any Conduit Lender in connection with the negotiation, preparation, execution review and delivery evaluation of the Loan Documents; (ii) all reasonable costs and Facility, periodic auditing expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), incurred in connection with any amendments, modifications or waivers of the terms of any Loan Documents, clauses (h) and (iiii) of Section 5.01 and all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable other related fees and disbursements of counsel expenses. (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by b) The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of, the foregoing (each each, an “Indemnified PersonParty”) against, from and hold each of them harmless from, against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, including (including, without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal servicescounsel), which but excluding in all cases any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed levied, collected, withheld or assessed (collectively the “Liabilities”) that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any Loan Document or any other Program Document to which the Borrower is a party or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including, without limitation any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement or any other Program Document to which the Borrower is a party or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower contained in any Program Document to which the Borrower is a party; (iii) any representation or warranty made or deemed made by the Borrower contained in any Program Document to which the Borrower is a party or in any certificate, including statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower to comply with respect any Applicable Law or contractual obligation binding upon it; (v) any failure to any investigationvest, litigation or other proceeding relating delay in vesting, in the Secured Parties a first priority perfected (subject to any the Lien of the foregoing, irrespective of whether Custodian securing the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities Custodian’s Overdraft Advances to the extent they permitted by Section 5.02(o) and other Permitted Liens) security interest in all of the Pledged Collateral; (vi) any action or omission, not expressly authorized by the Program Documents to which the Borrower is a party, by the Borrower which has the effect of reducing or impairing the Pledged Collateral or the rights of the Program Agent or the Secured Parties with respect thereto; (vii) any Default or Event of Default relating to the Borrower; (viii) any claim that any Secured Party has assumed any obligation or liability of the Borrower under any Loan Document or otherwise; and (ix) any transactions related to the funding, carrying or repayment of the outstanding principal amount of the Advances in connection with the Program Documents to which the Borrower is a party; except, in each case above, to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified PersonParty’s gross negligence negligence, bad faith or willful misconduct. (c) For the avoidance of doubt, neither the payment of any Liability by the Borrower under Section 9.04(b) nor the terms of Section 9.04(b) shall be deemed to limit any right or cause of action the Borrower may have against any Indemnified Party or any Other Person. If and Without prejudice to the extent that survival of any other agreement of the foregoing indemnification is for any reason held unenforceableBorrower hereunder, each the agreements and obligations of Holdings the Borrower contained in this Section 9.04 shall survive the termination of this Agreement and Borrower agrees to make the maximum contribution to the payment in full of principal and satisfaction of each of Yield on the Indemnified Liabilities which is permissible under applicable lawAdvances.

Costs and Expenses; Indemnification. (a) Each Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket and documented costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of a single counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with “Phase I” environmental reports required pursuant to Section 4.4 hereof, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. Each Borrower agrees to pay to the Administrative Agent, the L/C Issuer and each Lender, and any other holder of Holdings any Obligations outstanding hereunder (each such Person being called a “Holder”), all costs and expenses reasonably incurred or paid by any such Holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving any Borrower hereby or any Guarantor as a debtor thereunder). Each Borrower further agrees to indemnify each the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the reasonable all fees and disbursements of a single counsel and applicable local counsel for all Indemnitees (unless there is, in the reasonable judgment of the Administrative Agent, a conflict of interest, in which case each such party with such conflict of interest shall be entitled to an Indemnified Person (including allocated costs retain separate principal counsel and local counsel in each appropriate jurisdiction) and all expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from the Loans gross negligence, bad faith or willful misconduct of the party claiming indemnification. Each Borrower, upon demand by the Administrative Agent, the L/C Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer or such Lender for any legal or other expenses (including, without limitation, all fees and disbursements of a single counsel for all such Indemnitees) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence, bad faith or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, neither any Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrowers under this Section 13.16 shall survive the termination of this Agreement. Notwithstanding the foregoing, this Section 13.16 shall not apply with respect to Taxes, which shall be governed solely by Section 13.1. (b) Each Borrower unconditionally agrees to forever indemnify, defend and hold harmless each Indemnitee for any investigationdamages, litigation costs, loss or other proceeding relating to expense, including without limitation, response, remedial or removal costs and all reasonable fees and disbursements of counsel for any such Indemnitee, arising out of any of the foregoingfollowing: (i) any presence, irrespective release, threatened release or disposal of any hazardous or toxic substance or petroleum by any Borrower or any Subsidiary or otherwise occurring on its real property (whether owned or leased), (ii) the Indemnified Person shall be designated a party violation of any environmental law, whether federal, state, or local, and any regulations promulgated thereunder, by any Borrower or any Subsidiary, (iii) any claim for personal injury or property damage resulting from the operations of any Borrower or any Subsidiary or otherwise occurring on or with respect to its real property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by any Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages (x) arising from the “Indemnified Liabilities”); provided that neither Holdings nor willful misconduct, bad faith or gross negligence of the relevant Indemnitee or (y) resulting solely from acts or omissions by Persons other than any Borrower shall be liable to or any Indemnified Person for any portion of such Indemnified Liabilities Subsidiary with respect to the extent they resulted from such Indemnified Person’s gross negligence applicable real property after the applicable Borrower or willful misconductSubsidiary has terminated the applicable lease or the Administrative Agent sells the respective real property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure. If and to the extent that the foregoing This indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to shall survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrowers and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereundera single local counsel per jurisdiction necessary to the Administrative Agent), in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each of Holdings and . The Borrower hereby agrees to indemnify each pay to the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an “Indemnified PersonIndemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or all reasonable and documented out-of-pocket fees and disbursements of counsel for any kind such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or nature whatsoeverpreparation therefor, including whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit and any such claim, demand, or liability for any broker’s or finder’s fees alleged to have been incurred by the Borrower in connection herewith or therewith, other than (i) those which arise from the gross negligence, bad faith or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent in its capacity as such and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, any such Indemnitee) incurred by, in connection with investigating or asserted defending against any Indemnified Person, in any way relating to or arising out of any of the Loan Documentsforegoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence, bad faith, or willful misconduct of the party to be indemnified. To the extent permitted by applicable Legal Requirements, the use Borrower and the Guarantors shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or intended punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Loans parties under this Section 12.15 shall survive the termination of this Agreement. No Indemnitee referred to in subsection (b) 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. (b) The Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to sxx for any claim for contribution against, each Indemnitee for any damages, loss or reasonable and documented out-of-pocket costs and expenses, including without limitation, response, remedial or removal costs and all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any Hazardous Material Activity at any of the Real Properties, (ii) the violation of any Environmental Law by AF REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any investigationReal Property, litigation (iii) any claim for personal injury or other proceeding relating property damage in connection with AF REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any Real Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by AF REIT, the Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct, bad faith or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns. (c) This Section 12.15 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent (excluding any and any of its Affiliatesall present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed, levied, collected, withheld or assessed) of each of the Secured Parties, in connection with the preparation, review, negotiation, reproduction, execution, delivery, modification, amendment and enforcement of this Agreement and the other Program Documents to which the Borrower is a party, including, without limitation, the reasonable fees and disbursements of counsel for the Secured Parties with respect thereto and with respect to Agent (including allocated costs advising the Secured Parties, as to its rights, remedies and expenses for internal legal services if CSCC responsibilities under this Agreement and the other Program Documents to which the Borrower is no longer Agent hereunder)a party, UCC filing fees, the fees of S&P, Moody’s or any other rating agency that rates the promissory notes of any Conduit Lender in connection with the negotiation, preparation, execution review and delivery evaluation of the Loan Documents; (ii) all reasonable costs and Facility, periodic auditing expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), incurred in connection with any amendments, modifications or waivers of the terms of any Loan Documents, clauses (h) and (iiii) of Section 5.01 and all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable other related fees and disbursements of counsel expenses. (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by b) The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an “Indemnified Person”) againstmanagers of, and hold each of them harmless fromany Person controlling any of, the foregoing (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, including (including, without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal servicescounsel), which but excluding in all cases any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed levied, collected, withheld or assessed (collectively the "Liabilities") that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any Loan Document or any other Program Document to which the Borrower is a party or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including, without limitation any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement or any other Program Document to which the Borrower is a party or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower contained in any Program Document to which the Borrower is a party; (iii) any representation or warranty made or deemed made by the Borrower contained in any Program Document to which the Borrower is a party or in any certificate, including statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower to comply with respect any Applicable Law or contractual obligation binding upon it; (v) any failure to any investigationvest, litigation or other proceeding relating delay in vesting, in the Secured Parties a first priority perfected (subject to any the Lien of the foregoing, irrespective of whether Custodian securing the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities Custodian's Overdraft Advances to the extent they permitted by Section 5.02(o) and other Permitted Liens) security interest in all of the Pledged Collateral; (vi) any action or omission, not expressly authorized by the Program Documents to which the Borrower is a party, by the Borrower which has the effect of reducing or impairing the Pledged Collateral or the rights of the Program Agent or the Secured Parties with respect thereto; (vii) any Default or Event of Default relating to the Borrower; (viii) any claim that any Secured Party has assumed any obligation or liability of the Borrower under any Loan Document or otherwise; and (ix) any transactions related to the funding, carrying or repayment of the outstanding principal amount of the Advances in connection with the Program Documents to which the Borrower is a party; except to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s Party's gross negligence negligence, bad faith or willful misconduct. (c) For the avoidance of doubt, neither the payment of any Liability by the Borrower under Section 9.04(b) nor the terms of Section 9.04(b) shall be deemed to limit any right or cause of action the Borrower may have against any Indemnified Party or any Other Person. If and Without prejudice to the extent that survival of any other agreement of the foregoing indemnification is for any reason held unenforceableBorrower hereunder, each the agreements and obligations of Holdings the Borrower contained in this Section 9.04 shall survive the termination of this Agreement and Borrower agrees to make the maximum contribution to the payment in full of principal and satisfaction of each of Yield on the Indemnified Liabilities which is permissible under applicable lawAdvances.

Costs and Expenses; Indemnification. (a) Except as otherwise provided hereunder, the Borrower agrees to pay on demand by Agent (i) the reasonable all reasonable, actual out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each of Holdings together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower hereby further agrees to indemnify each the Administrative Agent-Related Person, each Lender, any Affiliate thereof and their respective Affiliated Parties, financial advisors, and consultants against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification (as finally determined by a court of competent jurisdiction). The Borrower, upon demand by the Administrative Agent or a Lender at any time, shall reimburse the Administrative Agent or such Lender for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified (as finally determined by a court of competent jurisdiction). The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Administrative Agent, the Lenders and any Affiliated Parties for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any environmental law, whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct or gross negligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Borrower and shall inure to the benefit of Administrative Agent and the Lenders directors, officers, employees, agents, counsel and other advisors (each an “Indemnified Person”) againstcollateral trustees, and hold each of them harmless from, any their successors and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the “Indemnified Liabilities”); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities to the extent they resulted from such Indemnified Person’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable lawassigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all costs and expenses of each of the Agent, CRC and Citibank in connection with the preparation, review, negotiation, reproduction, execution, delivery, administration, modification and amendment of this Agreement, the Advance Notes or any other Program Document, including, without limitation, the reasonable fees and disbursements of counsel for the Agent, CRC and Citibank with respect thereto and with respect to advising the Agent, CRC and Citibank as to its rights, remedies and responsibilities under this Agreement and the other Program Documents, UCC filing fees and any periodic auditing expenses; PROVIDED, HOWEVER, that, with respect to the fees of counsel to the Agent, CRC and Citibank in connection with services rendered by Agent (i) such counsel on or prior to the Closing Date, the Borrower shall only be responsible for such counsel fees to the extent such fees do not exceed $75,000 plus all reasonable out-of-pocket costs and expenses. The Borrower further agrees to pay on demand all costs and expenses of Agent and any of its Affiliatesthe Secured Parties (including, and without limitation, the reasonable fees and disbursements of counsel to Agent (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereundercounsel), in connection with the negotiationenforcement (whether through negotiations, preparation, execution and delivery legal proceedings or otherwise) of the Loan Documents; (ii) all reasonable costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services if CSCC is no longer Agent hereunder), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all reasonable costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Defaultthis Agreement, the enforcement or attempted enforcement of, Advance Notes and preservation of any rights or interests under, the Loan other Program Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In connection with the costs and expenses to be paid by . (b) The Borrower in accordance with this Section 8.4, Agent shall provide detailed invoices or other reasonable supporting documentation upon request. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an “Indemnified Person”) againstmanagers of, and hold each any Person controlling any of them harmless fromthe foregoing (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, including (including, without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person counsel) (including allocated costs and expenses for internal legal services), which collectively the "Liabilities") that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement or any other Program Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including, without limitation any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement or any other Program Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower or the Custodian contained in any Program Document; (iii) any representation or warranty made or deemed made by the Borrower or the Custodian contained in any Program Document or in any certificate, including statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower or the Custodian to comply with respect any Applicable Law or contractual obligation binding upon it; (v) any failure to vest in the Secured Parties a first priority perfected security interest in all of the Assigned Collateral; (vi) any investigationaction or omission, litigation not expressly authorized by the Program Documents, by the Borrower, the Adviser or other proceeding relating to the Custodian, which has the effect of reducing or impairing the Assigned Collateral, any of the foregoingRelated Security or the rights of the Agent or the Secured Parties with respect thereto; (vii) any Default or Event of Default; and (viii) any transactions related to the funding, irrespective carrying or repayment of whether the Indemnified Person shall be designated a party thereto (outstanding principal amount of the “Indemnified Liabilities”)Advances in connection with the Program Documents; provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities EXCEPT to the extent they any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s Party's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.