Common use of Costs and Expenses; Indemnification Clause in Contracts

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket costs and expenses of the Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the Bank, and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (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 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 extension of credit made available hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnified. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, all reasonable and documented out-of-pocket costs and expenses of the Bank Administrative Agent in connection with the negotiationadministration of the Loan Documents, preparationincluding, execution but limited, in the case of the fees and delivery disbursements of this Agreementcounsel, to one firm of outside counsel to the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing preparation and execution of any of amendment, modification, supplement, waiver or consent related to the foregoingLoan Documents, together with any fees and charges suffered or incurred by the Administrative Agent in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable collateral filing fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent in its capacity as such, and any security trusteeeach Lender, and their respective directors, officers officers, employees and employees, agents against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses Damages (including, without limitation, all reasonable attorney’s fees and other 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 extension Loan or Letter of credit made available hereunderCredit, other than those which (i) arise from the gross negligence or negligence, willful misconduct or bad faith of, or breach of the Loan Documents by, the party claiming indemnificationindemnification (or any of its respective directors, officers, employees, and agents) (ii) arise out of any dispute solely among indemnitees or (iii) in the case of any affiliate of the Fifth Third Ohio under the Master Investment Agreement, relate to any breach or alleged breach of the Master Investment Agreement or any claim for indemnity thereunder. The Borrower, upon demand by Under no circumstances will the Bank at any time, Borrower be obligated to pay for more than one firm of outside counsel (and shall reimburse the Bank not be obligated to pay for any reasonable, outin-of-pocket legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due house counsel) to the gross negligence or willful misconduct of Administrative Agent and the party to be indemnifiedLenders taken as a whole. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteethe L/C Issuer, each Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable expenses of litigation or preparation therefor, whether or not the indemnified 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Bank Administrative Agent, the L/C Issuer, or such Lender for any reasonable, out-of-pocket 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. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAgent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the BankAgent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses Damages (including, without limitation, all 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Agent or a Lender at any time, shall reimburse the Bank Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket reasonable costs and expenses of the Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ ' fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)thereunder. The Borrower further agrees to indemnify the Bank, and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (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 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 extension of credit made available hereunderLoan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnified. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, all reasonable out-of-pocket costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable out-of-pocket fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent in connection with fixed asset appraisals (subject to 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 (includingapplicable limitations contained herein), without limitationtitle insurance policies, all such costs collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses Damages (including, without limitation, all reasonable out-of-pocket attorney’s fees and other 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the bad faith, gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon within fifteen (15) Business Days of written demand therefor by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, reasonable out-of-pocket 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 bad faith, gross negligence or willful misconduct of the party to be indemnified. 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 Bank Administrative Agent and the Lenders for any damagesDamages, 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 their Propertyits Property (whether owned or leased), (ii) the operation or violation of any environmental lawEnvironmental 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages Damages arising from the Bank’s bad faith, willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic environmental audits, without limitationfixed asset appraisals, all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 sxx for any claim for contribution against, the Bank Administrative Agent and the Lenders 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank Administrative Agent and the Lenders 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket costs and expenses of the Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the Bank, and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (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 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 extension of credit made available hereunder, other than those which arise from the fraud, gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnified. 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 sxx for any claim for contribution against, the Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s fraud, willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns. (c) All amounts due under this Section shall be payable 10 days after demand therefor. (d) Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent and the Sustainability Structuring Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the Administrative Agent and the other instruments and documents to be delivered hereunder or thereunderSustainability Structuring Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank or any other holder of Administrative Agent, the Obligations Sustainability Structuring Agent, the L/C Issuer, and each Lender all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, reasonably incurred or paid by the Bank Administrative Agent, the L/C Issuer, such Lender, or any other holder of the Obligations 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 this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (including, without limitation, including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantorGuarantor as a debtor thereunder). The Borrower further agrees to indemnify the BankAdministrative Agent, the L/C Issuer, each Lender, and any security trusteetrustee therefor, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all reasonable, out-of-pocket 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 indemnified Person 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 extension Revolving Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Bank Administrative Agent, the L/C Issuer, or such Lender for any reasonable, out-of-pocket 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 to the extent 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 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 Borrower 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 sue for any claim for contribution against, the Bank each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costscosts 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the relevant Indemnitee. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank and the termination of this AgreementAgreement 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 Bank each Indemnitee and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers agree to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic environmental audits, without limitationfixed asset appraisals, all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower Borrowers further agrees agree to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or U.S. Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. The obligations of the Borrower Borrowers under this Section shall survive the termination of this Agreement. (b) The Borrower Borrowers unconditionally agrees agree to forever indemnify, defend and hold harmless, and covenants covenant not to xxx for any claim for contribution against, the Bank Administrative Agent and the Lenders 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 any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits 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 any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the any Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Borrowers and shall inure to the benefit of Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers jointly and severally agree to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (including, without limitation, all such costs periodic collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower Borrowers further agrees agree to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket reasonable 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. The obligations of the Borrower Borrowers under this Section shall survive the termination of this Agreement. (b) The Each Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx sxx for any claim for contribution against, the Bank Administrative Agent and the Lenders 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 any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), (ii) the operation or violation of any environmental law, whether federal, state, or local, and Environmental Law by any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the any Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 each Borrower and shall inure to the benefit of Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic environmental audits, without limitationfixed asset appraisals, all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses Damages (including, without limitation, all reasonable attorney’s fees and other 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or negligence, willful misconduct or bad faith of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket reasonable 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. 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 Bank Administrative Agent and the Lenders for any damagesDamages, 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 their Propertyits Property (whether owned or leased), (ii) the operation or violation of any environmental lawEnvironmental 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages Damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationand administration of the Loan Documents, execution and delivery of this Agreementincluding, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (including, without limitation, all such costs periodic collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than to the extent of those which arise arise, in whole or in part, from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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; provided that such legal expenses shall be limited to the fees of one counsel to the Administrative Agent and one counsel to the other Lenders in the aggregate. 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 Bank Administrative Agent and the Lenders 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 Loan Party or otherwise occurring on or with respect to their Propertyits 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 Loan Party or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary Loan Party or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary Loan Party made herein or in any mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages to the extent arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket costs and expenses of the Bank FMB in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank FMB with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank FMB or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank FMB or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)thereunder. The Borrower further agrees to indemnify the BankFMB, and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (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 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 extension of credit made available hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank FMB at any time, shall reimburse the Bank FMB for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnified. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers agree to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationand administration of the Loan Documents, execution and delivery of this Agreementincluding, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated), together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic collateral filing fees and lien searches. The Borrower further agrees Borrowers agree to pay to the Bank or Administrative Agent and each Lender, and any other holder of the Obligations any Note outstanding hereunder, all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, reasonably incurred or paid by the Bank Administrative Agent and such Lender or any other holder of the Obligations such holder, including reasonable attorneys’ fees and court costs, 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 (including, without limitation, including all such costs and expenses incurred in connection with any a proceeding under the United States Bankruptcy Code involving the Borrower Code, as amended, or any guarantorcomparable foreign law). The Borrower Borrowers further agrees agree to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, L/C Issuer and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than to the extent of those which arise arise, in whole or in part, from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Bank Administrative Agent, L/C Issuer or a Lender at any time, shall reimburse the Bank Administrative Agent, L/C Issuer or such Lender for any reasonable, out-of-pocket 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. The obligations of the Borrower Borrowers under this Section shall survive the termination of this Agreement. (b) The Borrower Borrowers unconditionally agrees agree to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank Administrative Agent, L/C Issuer and the Lenders 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 Credit Party or otherwise occurring on or with respect to their Propertyits 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 Credit Party or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary Credit Party or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary Credit Party made herein or in any mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages to the extent arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations Agreement 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 Borrowers and shall inure to the benefit of Bank Administrative Agent’s, L/C Issuer’s and its each Lender’s directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers jointly and severally agree to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (including, without limitation, all such costs periodic collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower Borrowers further agrees agree to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket reasonable 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. The obligations of the Borrower Borrowers under this Section shall survive the termination of this Agreement. (b) The Each Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank Administrative Agent and the Lenders 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 any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), (ii) the operation or violation of any environmental law, whether federal, state, or local, and Environmental Law by any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the any Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 each Borrower and shall inure to the benefit of Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand all costs and expenses incurred by the reasonableLender in connection with the preparation, execution, delivery, modification and amendment of this Agreement, any Note, and the other documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket costs and expenses of the Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank Lender with respect thereto and with respect to all of advising the foregoing (whether or not the transactions contemplated hereby are consummated)Lender as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay to the Bank or any other holder of the Obligations on demand all reasonable, out-of-pocket costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses (including court costs and reasonable attorneys’ feesof counsel), if any, incurred or paid by the Bank or any other holder of the Obligations Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, any Default or Event of Default or Note and the other documents to be delivered hereunder, including, without limitation, counsel fees and expenses in connection with the enforcement of rights under this Agreement or Section 7.04(a). (b) If any payment of principal of the Loan is made other Loan Documents than on the last day of an Interest Period, as a result of a prepayment pursuant to Section 2.06 or acceleration of the maturity of any amounts owing hereunder pursuant to Section 6.01, or for any other instrument reason, the Borrower shall, upon demand by the Lender, pay to the Lender any amounts required to compensate the Lender for any additional losses, costs or document delivered hereunder or thereunder (expenses that it may reasonably incur as a result of such payment, including, without limitation, all such costs and expenses any loss, cost or expense incurred in connection with any proceeding under by reason of the United States Bankruptcy Code involving liquidation or redeployment of deposits or other funds acquired by the Borrower Lender to fund or any guarantor)maintain the Loan. The Borrower’s obligations under this subsection (b) shall survive the repayment of all other amounts owing to the Lender under this Agreement and any Note. (c) The Borrower further hereby agrees to indemnify and hold the BankLender, and any security trustee, its Affiliates and their respective officers, directors, officers employees and employeesprofessional advisors (each, an “Indemnified Person”) harmless from and against any and all reasonable, out-of-pocket losses, claims, damages, penaltiesliabilities, judgments, liabilities and costs or expenses (including, without limitation, all expenses of litigation or preparation thereforincluding reasonable attorney’s fees and expenses, whether or not the indemnified such Indemnified Person is named as a party theretoto any proceeding or is otherwise subjected to judicial or legal process arising from any such proceeding) which that any of them may pay incur or incur that may be claimed against any of them by any Person (including the Borrower) by reason of or in connection with or arising out of any investigation, litigation or relating proceeding related to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application use or proposed application use by the Borrower of the proceeds of any extension the Loan, except to the extent such claim, damage, liability, cost or expense is found in a final, non-appealable judgment by a court of credit made available hereunder, other than those which arise competent jurisdiction to have resulted from the such Indemnified Person’s gross negligence or willful misconduct of the party claiming indemnificationmisconduct. The Borrower, upon demand by ’s obligations under this Section 7.04(c) shall survive the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket legal or other expenses incurred in connection with investigating or defending against any repayment of the foregoing except if the same is directly due all amounts owing to the gross negligence or willful misconduct of Lender under this Agreement and any Note. If and to the party to be indemnified. The extent that the obligations of the Borrower under this Section shall survive 7.04(c) are unenforceable for any reason, the termination Borrower agrees to make the maximum payment in satisfaction of this Agreementsuch obligations that are not unenforceable that is permissible under Applicable Law or, if less, such amount that may be ordered by a court of competent jurisdiction. (bd) The To the extent permitted by law, the Borrower unconditionally also agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for assert any claim against any Indemnified Person on any theory of liability, for contribution againstspecial, the Bank for any indirect, consequential or punitive damages (as opposed to actual or direct damages, costs, loss or expense, including without limitation, response, remedial or removal costs) in connection with, arising out of of, or otherwise relating to this Agreement, 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made transactions contemplated herein or in any mortgage, deed of trust, security agreement the actual or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities proposed use of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 proceeds of the Borrower and shall inure to the benefit of Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assignsLoan.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic audits, without limitation, all such costs collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank Administrative Agent and the Lenders 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and permitted assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank in connection with the preparation, negotiation, preparationexecution, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunderdelivery, and administration of the Loan Documents, including the reasonable fees and disbursements of counsel to Bank, in connection with the recording or filing of any preparation and execution of the foregoing, Loan Documents and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder amendment, waiver or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated), together with any fees and charges suffered or incurred by Bank in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Bank, 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 this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (including, without limitation, including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantorSubsidiary as a debtor thereunder). The Borrower further agrees to indemnify the Bank, and any security trusteetrustee therefor, their respective Affiliates, and each of their respective directors, officers and officers, employees, agents, advisors, and consultants (each such Person being called an “Indemnitee”) against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence bad faith, reckless disregard or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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 bad faith, reckless disregard or willful misconduct of the party to be indemnified. The obligations To the extent permitted by applicable law, Borrower shall not assert or cause any Subsidiary 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 Borrower under this Section shall survive the termination of this Agreementproceeds thereof. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank each Indemnitee for any damages, costs, loss or expense, including without limitationincluding, response, remedial or removal costscosts 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 their Propertyits Property (whether owned or leased), (ii) the operation or violation of any environmental lawEnvironmental 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s bad faith, reckless disregard or willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assignsrelevant Indemnitee.

Costs and Expenses; Indemnification. (a) The Borrower Company agrees to pay on demand the reasonable, out-of-pocket costs and expenses of the Bank Purchaser in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Operative Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank Purchaser with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower Company further agrees to pay to the Bank Purchaser or any other holder of the Obligations Note all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank Purchaser or any other holder of the Obligations Note in connection with any Default or Event of Default or in connection with the enforcement of this Agreement or any of the other Loan Operative Documents or any other instrument or document delivered hereunder or thereunder (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower Company or any guarantor). The Borrower Company further agrees to indemnify the BankPurchaser, and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (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 pay or incur arising out of or relating to any Loan Operative Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any extension of credit made available hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerCompany, upon demand by the Bank Purchaser at any time, shall reimburse the Bank Purchaser for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnified. The obligations of the Borrower Company under this Section shall survive the termination of this Agreement. (b) The Borrower Company unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx sxx for any claim for contribution against, the Bank Purchaser 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 Company or any Subsidiary or otherwise occurring on or with respect to their Property, (ii) the operation or violation of any environmental law, whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower Company or any Subsidiary or otherwise occurring on or with respect to their Property, (iii) any claim for personal injury or property damage in connection with the Borrower Company or any Subsidiary or otherwise occurring on or with respect to their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower Company or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower Company or any Subsidiary owing to the Bank Purchaser or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the BankPurchaser’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank Purchaser 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 Company and shall inure to the benefit of Bank Purchaser and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket costs and expenses of the Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)thereunder. The Borrower further agrees to indemnify the Bank, and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (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 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 extension of credit made available hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnified. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Except as otherwise provided hereunder, the Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic environmental audits, without limitationfixed asset appraisals, all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank Administrative Agent and the Lenders 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket costs and expenses of the Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the Bank, and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (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 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 extension of credit made available hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnified. 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 Bank for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs, arising out of any of the following: (ixi) 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 their Property, (iixii) 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 their Property, (iiixiii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to their Property, and (ivxiv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank Administrative Agent and Lenders in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments Administrative Agent and documents to be delivered hereunder or thereundereach Lender, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to , together with any fees and charges suffered or incurred by the Bank Administrative Agent or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Lender 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 (includingtitle insurance policies, without limitation, all such costs collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension of credit made available hereunderLoan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers agree to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents Agent not to be delivered hereunder or thereunderexceed $30,000, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower Borrowers further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees agree to indemnify the BankAgent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Bank Agent or a Lender at any time, shall reimburse the Bank Agent or such Lender for any reasonable, out-of-pocket 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. The obligations of the Borrower Borrowers under this Section shall survive the termination of this Agreement. (b) The Borrower Borrowers unconditionally agrees agree to forever indemnify, defend and hold harmless, and covenants not to xxx sxx for any claim for contribution against, the Bank Agent and the Lenders 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 any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), (ii) the operation or violation of any environmental lawEnvironmental Law, whether federal, state, or local, and any regulations promulgated thereunder, by the any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the any Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Borrowers and shall inure to the benefit of Bank Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers jointly and severally agree to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower Borrowers further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees agree to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket reasonable 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. The obligations of the Borrower Borrowers under this Section shall survive the termination of this Agreement. (b) The Each Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank Administrative Agent and the Lenders 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 any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), (ii) the operation or violation of any environmental law, whether federal, state, or local, and Environmental Law by any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the any Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 each Borrower and shall inure to the benefit of Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (including, without limitation, all such costs collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket (i) all reasonable costs and expenses of the Bank Subordinated Lender in connection with the negotiationexecution, preparationdelivery, execution and delivery waiver, amendment or enforcement of this Agreementthe Subordinated Loan Documents (including, without limitation, the fees and expenses of counsel to the Subordinated Lender with respect thereto, with respect to advising the Subordinated Lender as to its rights and responsibilities, or the perfection, protection or preservation of rights or interests, under the Subordinated Loan Documents, with respect to negotiations with the Borrower or with other Loan Documents creditors of the Borrower or any of its Subsidiaries arising out of any Default or any events of 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 (ii) all costs and expenses of the other instruments and documents to be delivered hereunder or thereunder, and Subordinated Lender in connection with the recording or filing of any enforcement of the foregoingSubordinated Loan Documents, and whether in connection with the transactions contemplated hereby any action, suit or therebylitigation, and in connection with any consents hereunder bankruptcy, insolvency or waivers other similar proceeding affecting creditors' rights generally or amendments hereto or theretootherwise (including, including without limitation, the reasonable fees and expenses of counsel for the Bank Subordinated Lender with respect to all of the foregoing thereto). (whether or not the transactions contemplated hereby are consummated). i) The Borrower further agrees to pay that it will indemnify and hold harmless the Subordinated Lender to the Bank or fullest extent permitted by law, from and against any other holder of the Obligations and all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the Bank, and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, obligations, penalties, judgments, liabilities 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, all the costs, expenses and disbursements, as and when incurred, of litigation investigating, preparing or preparation therefordefending any such action, proceeding or investigation (whether or not in connection with litigation in which the indemnified Person Subordinated Lender is a party thereto) which any of them may pay ), directly or incur indirectly, caused by, relating to, based upon, arising out of or relating to in connection with (A) this Agreement and the other Subordinated Loan Documents, (B) the Senior Loan Agreements or (C) any Loan Document 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 transactions contemplated thereby Subordinated Lender or any other person in connection with this Agreement and the direct other Subordinated 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 indirect application or proposed application disbursement to the extent it is found in a final judgment by a court of the proceeds of any extension of credit made available hereunder, other than those which arise competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the party claiming indemnificationSubordinated Lender. The BorrowerBorrower also agrees that the Subordinated Lender shall have no liability (whether direct or indirect, upon demand by in contract or tort or otherwise) to the Bank at any time, shall reimburse the Bank Borrower for any reasonable, out-of-pocket legal or other expenses incurred in connection with investigating this Agreement and the other Subordinated Loan Documents or defending against the transactions contemplated thereby including, without limitation, the Senior Loan Agreements, 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 the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. Subordinated Lender. (ii) The obligations of the Borrower under indemnification provisions in this Section shall survive be in addition to any liability that the termination of Borrower may have to the Subordinated Lender or the Persons indemnified below in this Agreement. (b) The Borrower unconditionally agrees sentence and shall extend to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Subordinated Lender and its Affiliates, directors, officers, employees, agentslegal counsel, agents and controlling persons (within the meaning of the federal securities laws), and collateral trusteesnone of such indemnified persons shall be liable for any act or omission of the others. All references to "the Subordinated Lender" in these indemnification provisions shall be understood to include any and all of the foregoing. (iii) In case any action or proceeding shall be commenced involving the Subordinated Lender in respect of which indemnity may be sought pursuant to this Section, the Subordinated Lender shall promptly notify the Borrower in writing and the Borrower shall have the right to assume the defense of such action, including the employment of counsel reasonably satisfactory to the Subordinated Lender and the payment of all fees and expenses of such counsel, as incurred. The Subordinated Lender shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Subordinated Lender unless (A) the employment of such counsel shall have been specifically authorized in writing by the Borrower, (B) the Borrower shall have failed to assume the defense of such action or employ counsel reasonably satisfactory to the Subordinated Lender or (C) the named parties to any such action (including any impleaded parties) include both the Subordinated Lender and the Borrower, and their successors the Subordinated Lender shall have been advised by such counsel that either (A) there may be one or more legal defenses available to it that are different from or additional to those available to the Borrower or (B) a conflict may exist between the Borrower and assignsthe Subordinated Lender (in which case the Borrower shall not have the right to assume the defense of such action on behalf of the Subordinated Lender). The Borrower shall indemnify and hold harmless the Subordinated Lender from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (A) effected with the written consent of the Borrower or (B) effected without its written consent if the settlement is entered into more than twenty Business Days after the Borrower shall have received a request from the Subordinated Lender for reimbursement for the reasonable fees and expenses of counsel (in any case where such fees and expenses are at the expense of the Borrower) and, prior to the date of such settlement, the Borrower shall have failed to comply with such reimbursement request. The Borrower shall not, without the prior written consent of the Subordinated Lender, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the Subordinated Lender is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the Subordinated Lender, unless such settlement, compromise or judgment includes an unconditional release of the Subordinated Lender from all liability on claims that are or could have been the subject matter of such action. (iv) Neither termination of the Commitment nor repayment of the Loans shall affect the indemnification provisions contained in this Section, which shall then remain operative and in full force and effect. (v) Notwithstanding anything to the contrary set forth herein, no provision of Section 7.4 shall in any way effect or prejudice any claim that the Borrower may have against Lend Lease or any Subsidiary thereof arising out of its performance as "Manager" under the Management Agreement.

Costs and Expenses; Indemnification. (a) The Borrower In addition to the expenses set forth in Section 3.1, Bxxxxxxx agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Lender in connection with the negotiation, preparation, execution and delivery administration of this Agreement, including, without limitation the other Loan Documents reasonable Attorney’s Fees and Costs incurred by Lxxxxx in the other instruments exercise of any right or remedy available to it under this Agreement and documents to be delivered hereunder or thereunderreasonable Attorney’s Fees and Costs incurred by Lxxxxx, and in connection with the recording or filing preparation and execution of any of the foregoingamendment, and in connection with the transactions contemplated hereby waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay consent to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)related thereto. The Borrower further agrees to indemnify the BankLender, and any security trusteeits directors, officers, employees, agents, attorneys, financial advisors, and their respective directorsconsultants (each, officers and employees, a “Lender Party”) against all reasonable, out-of-pocket 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 extension of credit made available hereunderthe Revolving Loan, other than those which arise from (a) the gross negligence negligence, bad faith or willful misconduct of Lender Party claiming indemnification, or (b) any material breach or material violation of the party Loan Documents by Lender Party (or its agents) claiming indemnification. The Borrower, upon demand by the Bank Lxxxxx at any time, shall reimburse the Bank Lender for any reasonable, out-of-pocket reasonable 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 negligence, bad faith or willful misconduct of the party to be indemnified. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank in connection with the preparation, negotiation, preparationexecution, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunderdelivery, and administration of the Loan Documents, including the reasonable fees and disbursements of counsel to Bank not to exceed $25,000 in the aggregate, in connection with the recording or filing of any preparation and execution of the foregoing, Loan Documents and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder amendment, waiver or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated), together with any fees and charges suffered or incurred by Bank in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Bank, 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 this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (including, without limitation, including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantorSubsidiary as a debtor thereunder). The Borrower further agrees to indemnify the Bank, and any security trusteetrustee therefor, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person 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 extension Revolving Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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. The obligations To the extent permitted by applicable law, Borrower shall not assert or cause any Subsidiary 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 Revolving Loan or Letter of Credit or the use of the Borrower under this Section shall survive the termination of this Agreementproceeds thereof. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx sxx for any claim for contribution against, the Bank each Indemnitee for any damages, costs, loss or expense, including without limitationincluding, response, remedial or removal costscosts 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 negligence of the Borrower and shall inure to the benefit of Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assignsrelevant Indemnitee.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any reasonable fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic environmental audits, without limitationfixed asset appraisals, all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and employees, against all reasonable, out-of-pocket 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 -76- 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank Administrative Agent and the Lenders 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, all out-of-pocket costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations in connection together 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 (including, without limitation, all such costs collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic environmental audits, without limitationfixed asset appraisals, all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank Administrative Agent and the Lenders 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket reasonable costs and expenses of the Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ ' fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)thereunder. The Borrower further agrees to indemnify the Bank, and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable expenses of litigation or preparation therefor, whether or not the indemnified 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 extension of credit made available hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationany indemnified party. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnified. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower Subject to the conditions that each Club Trust shall be responsible for the payment of (x) all amounts specifically attributable solely to it and (y) an equal portion of all amounts not attributable solely to any other Club Trust, the Club Trusts are to equally pay on demand all costs and expenses of the Facilitating Agent and the MLB Trust in connection with the preparation, execution, delivery, administration, modification and amendment of the Transaction Documents and the other documents to be delivered under the Transaction Documents, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Facilitating Agent with respect thereto. Subject to the same conditions set forth in the immediately preceding sentence, each Club Trust further agrees to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank MLB Trust and the Facilitating Agent, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the negotiationenforcement against such Club Trust (whether through negotiations, preparation, execution and delivery legal proceedings or otherwise) of this Agreement, the other Loan Transaction Documents and the other instruments and documents to be delivered hereunder or thereunderunder the Transaction Documents, and in connection with the recording or filing of any of the foregoingincluding, and in connection with the transactions contemplated hereby or therebywithout limitation, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable counsel fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations in connection with any Default or Event of Default or in connection with the enforcement of rights under this Agreement or Section 8.04(a); PROVIDED, HOWEVER, that the costs and expenses incurred solely with respect to any amendment contemplated in Section 8.01(b) shall be borne equally by the Club Trust(s) with respect to which such amendment relates. (b) If any payment of principal of the LIBO Rate Portion of any Loan under a Club Trust Sub-Facility is made other Loan Documents than on the last day of an Interest Period relating to such LIBO Rate Portion, as a result of a payment pursuant to Section 2.09 or 2.11 or acceleration of the maturity of the Club Trust Notes pursuant to Section 6.02 or for any other instrument reason, the related Club Trust shall, upon demand by the MLB Trust (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of the MLB Trust any amounts required to compensate the MLB Trust for any additional losses, costs or document delivered hereunder or thereunder (expenses which it may reasonably incur as a result of such payment, including, without limitation, all any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired to fund or maintain such costs Loan. (c) Subject to the restrictions on cross-collateralization contained in the Transaction Documents (including Section 2.12(d) of the Club Trust Credit Agreement), (i) each Club Trust hereby indemnifies and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the Bank, holds harmless each Indemnified Party from and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (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 pay or incur Liabilities arising out of from or relating to any Loan Document such Club Trust or any the Club Trust Collateral owned by such Club Trust and (ii) all of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of Club Trusts hereby ratably and severally indemnify and hold harmless each Indemnified Party from and against all Liabilities arising in any extension of credit made available hereunderother manner, in each case other than those which arise from any such Liability that arises out of the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnified. The obligations of the Borrower under this Section shall survive the termination of this Agreementsuch Indemnified Party. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. The Borrowers shall (a) The Borrower agrees to pay on demand or reimburse the reasonable, Lender for all of its out-of-pocket costs and expenses of the Bank incurred in connection with the negotiation, preparationconsideration, development, preparation and/or execution of, and any amendment, supplement or modification to, the Loan Documents or any other documents prepared in connection herewith (whether or not any such amendment, supplement, or modification is effected or consummated), and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the fees and disbursements of counsel to the Lender, (b) pay or reimburse the Lender for all of its costs and expenses including, but not limited to, litigation costs or costs incident to any proceeding relating to any Borrower pursuant to 11 U.S.C. §101 et seq. incurred in connection with the administration or enforcement of any of the Loan Documents, or the preservation of any rights or questions arising under or interpretations of the Loan Documents or any such other documents, including, without limitation, fees and disbursements of counsel, legal assistants or paralegals to the Lender, (c) pay, indemnify, and hold the Lender 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 or determined to be payable in connection with the execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing consummation of any of the foregoingtransactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of the Loan Documents or any such other documents, and in connection with (d) pay, indemnify and hold the transactions contemplated hereby or therebyLender harmless from and against any and all taxes, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket as well as costs and expenses (including court costs and reasonable attorneys’ fees)) associated with any effort to contest the imposition of such taxes, if any, incurred or paid by levied upon the Bank or any other holder Lender because of 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 transactions contemplated herein (including, without limitation, all sales, occupational, excise, gross receipts, general corporation, personal property, privilege or license taxes, but not including taxes levied upon the net income of the Lender resulting from the transactions contemplated herein by the jurisdictions in which such costs and expenses incurred in connection with any proceeding under Lender maintains its principal office or books the United States Bankruptcy Code involving transactions contemplated herein) whether such taxes are levied by reason of the Borrower or any guarantor). The Borrower further agrees acts to indemnify be performed by the BankBorrowers, and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (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 pay or incur arising out of or relating to any Loan Document or any of them, hereunder or are levied upon the transactions contemplated thereby Lender, the Borrowers, or any of them, the direct or indirect application or proposed application Property of the proceeds of any extension of credit made available hereunder, other than those which arise from the gross negligence Lender or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnifiedotherwise. The obligations in this Section 8.5 shall survive repayment of the Borrower under this Section shall survive the termination of this AgreementNote and all other Obligations. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, all reasonable costs and out-of-pocket costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic environmental audits, without limitationfixed asset appraisals, all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities liabilities, and reasonable 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification or such party's material breach of this Agreement. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket reasonable 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. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend defend, and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank Administrative Agent and the Lenders for any damages, costs, loss loss, or expense, including including, without limitation, response, remedial remedial, or removal costs, arising out of any of the following: (i) any presence, release, threatened release 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 their Propertyits 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 their Propertyits 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 their Propertyits Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty warranty, or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification or such party's material breach of this Agreement. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank the Administrative Agent and its the Lenders and their directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank in connection with the preparation, negotiation, preparationexecution, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunderdelivery, and administration of the Loan Documents, including the fees and disbursements of counsel to Bank, in connection with the recording or filing of any preparation and execution of the foregoing, Loan Documents and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder amendment, waiver or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated), together with any fees and charges suffered or incurred by Bank in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Bank, including attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder 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 (including, without limitation, including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantorSubsidiary as a debtor thereunder). The Borrower further agrees to indemnify the Bank, and any security trusteetrustee therefor, their respective Affiliates, and each of their respective directors, officers and officers, employees, agents, advisors, and consultants (each such Person being called an “Indemnitee”) against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification as determined by a final, non-appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket legal or other expenses (including all 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 indemnifiedindemnified as determined by a final, non-appealable judgment by a court of competent jurisdiction. The obligations To the extent permitted by applicable law, Borrower shall not assert or cause any Subsidiary 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 Borrower under this Section shall survive the termination of this Agreementproceeds thereof. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank each Indemnitee for any damages, costs, loss or expense, including without limitationincluding, response, remedial or removal costscosts 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 their Propertyits Property (whether owned or leased), (ii) the operation or violation of any environmental lawEnvironmental 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages damages, costs, loss or expense arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 negligence of the Borrower and shall inure to the benefit relevant Indemnitee as determined by a final, non-appealable judgment by a court of Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assignscompetent jurisdiction.

Costs and Expenses; Indemnification. (a) The Borrower agrees to shall pay on demand the reasonableor, as applicable, reimburse Lender for all reasonable out-of-pocket costs and expenses of the Bank in connection with the negotiationfees, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs fees, charges and reasonable attorneys’ feesdisbursements of counsel) paid or obligations incurred by Lender, in connection with, arising out of, or related to: (i) the review, negotiation, preparation, documentation, execution, and administration of the Loan Documents, the Loans, and any amendments, waivers, consents, forbearances and other modifications relating thereto (which amount shall not exceed $20,000), if any(ii) Lender attempting to or enforcing any of Lender’s rights or remedies against Borrower or any guarantor of Borrower’s Obligations; (iii) any refinancing or restructuring of the credit arrangements provided under the Loan Documents in the nature of a “work-out” or in any insolvency or bankruptcy proceeding; (iv) commencing, incurred defending or paid intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding related to Borrower and related to or arising out of the transactions contemplated by the Bank or Loan Document, and (v) taking any other holder of the Obligations action in connection or with respect to any Default suit or Event of Default proceeding (whether in bankruptcy or in connection otherwise) with the enforcement of this Agreement or respect to any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (including, without limitation, foregoing. Any and all such fees, costs and expenses incurred in connection with any proceeding under are part of the United States Bankruptcy Code involving Obligations, payable upon receipt by Borrower of the Borrower or any guarantor). The invoices received by Lender therefor. (b) Borrower further agrees to indemnify the Bank, Lender and any security trustee, and their respective its directors, officers officers, agents, attorneys, affiliates, advisors, partners and employees, employees against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor, therefor whether or not the indemnified Person Lender is a party thereto) which any of them may pay or incur arising out of or relating to any this Agreement, the other Loan Document or any of Documents, the transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any extension of credit made available hereunderLoan, other than those which arise except to the extent that they have resulted from the gross negligence or willful misconduct of the party claiming seeking indemnification. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnified. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket costs and expenses of the Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code and Insolvency Act or Companies Creditors Arrangement Act involving the Borrower or any guarantor). The Borrower further agrees to indemnify the Bank, and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (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 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 extension of credit made available hereunder, other than those which arise from the gross negligence or willful misconduct intentional fault of the party claiming indemnification. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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 gross negligence or willful misconduct intentional fault of the party to be indemnified. 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 sxx for any claim for contribution against, the Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any hypothec, mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct gross or gross negligenceintentional fault. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns. (c) All amounts due under this Section shall be payable 10 days after demand therefor. (d) Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent in connection with any Default or periodic environmental audits (limited, so long as no 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 (includingexists, without limitationto one per annum), all such costs fixed asset appraisals, title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses Damages (including, without limitation, all 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 sxx for any claim for contribution against, the Bank Administrative Agent and the Lenders for any damagesDamages, 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 their Propertyits Property (whether owned or leased), (ii) the operation or violation of any environmental law, whether federal, state, or local, and any regulations promulgated thereunder, Environmental Law by the Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages Damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all 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 enforcement or preservation of any rights or remedies under the Loan Documents or the direct or indirect application or proposed application of the proceeds of any extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank Administrative Agent and the Lenders 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers agree to pay jointly and severally on demand the reasonable, reasonable and documented out-of-pocket costs and expenses of the Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable and documented fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower Borrowers further agrees agree to pay jointly and severally to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)thereunder. The Borrower Borrowers further agrees agree to indemnify the Bank, and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (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 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 extension of credit made available hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnified. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationand administration of the Loan Documents, execution and delivery of this Agreementincluding, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (including, without limitation, all such costs periodic collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, professional and financial advisors, attorneys and consultants against all reasonable, out-of-pocket 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 extension Revolving Loan or Letter of credit made available hereunderCredit, other than to the extent of those which arise arise, in whole or in part, from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket legal or other fees and 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. 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 sue for any claim for contribution against, the Bank Administrative Agent xxd the Lenders 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 Designated Company or otherwise occurring on or with respect to their Propertyits 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 Designated Company or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary Designated Company or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary Designated Company made herein or in any mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages to the extent arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The In addition to the expenses set forth in Section 3.1, Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Lender in connection with the negotiation, preparation, execution and delivery administration of this Agreement, including, without limitation the other Loan Documents reasonable Attorney’s Fees and Costs incurred by Lender in the other instruments exercise of any right or remedy available to it under this Agreement and documents to be delivered hereunder or thereunderreasonable Attorney’s Fees and Costs incurred by Lender, and in connection with the recording or filing preparation and execution of any of the foregoingamendment, and in connection with the transactions contemplated hereby waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay consent to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)related thereto. The Borrower further agrees to indemnify the BankLender, and any security trusteeits directors, officers, employees, agents, financial advisors, and their respective directorsconsultants (each, officers and employees, a “Lender Party”) against all reasonable, out-of-pocket 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 extension of credit made available hereunderthe Loan, other than those which arise from (a) the gross negligence negligence, bad faith or willful misconduct of Lender Party claiming indemnification, or (b) any material breach or material violation of the party Loan Documents by Lender Party (or its agents) claiming indemnification. The Borrower, upon demand by the Bank Lender at any time, shall reimburse the Bank Lender for any reasonable, out-of-pocket reasonable 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 negligence, bad faith or willful misconduct of the party to be indemnified. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers agree to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower Borrowers further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees agree to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. The obligations of the Borrower Borrowers 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic audits, without limitation, all such costs collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach L/C Issuer, each Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent, an L/C Issuer or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank Administrative Agent, the L/C Issuers and the Lenders 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent’s and its the L/C Issuers’ and Lenders’ directors, officers, employees, agents, and collateral trustees, and their successors and permitted assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, all reasonable costs and out-of-pocket costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationand administration of the Loan Documents, execution and delivery of this Agreementincluding, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities liabilities, and reasonable 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification or such party's material breach of this Agreement. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket reasonable 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. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend defend, and hold harmless, and covenants not to xxx sue for any claim for contribution against, the Bank Administrative Agent xxd the Lenders for any damages, costs, loss loss, or expense, including including, without limitation, response, remedial remedial, or removal costs, arising out of any of the following: (i) any presence, release, threatened release 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 their Propertyits 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 their Propertyits 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 their Propertyits Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty warranty, or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification or such party's material breach of this Agreement. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank the Administrative Agent and its the Lenders and their directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Each Borrower agrees to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank in connection with the preparation, negotiation, preparationexecution, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunderdelivery, and administration of the Loan Documents, including the reasonable fees and disbursements of counsel to Bank, in connection with the recording or filing of any preparation and execution of the foregoing, Loan Documents and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder amendment, waiver or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated), together with any fees and charges suffered or incurred by Bank in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Each Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Bank, 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 this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (including, without limitation, including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the any Borrower or any guarantorSubsidiary as a debtor thereunder). The Each Borrower further agrees to indemnify the Bank, and any security trusteetrustee therefor, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Each Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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. The obligations To the extent permitted by applicable law, no Borrower shall assert or cause any Subsidiary 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 Borrower under this Section shall survive the termination of this Agreementproceeds thereof. (b) The Each Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank each Indemnitee for any damages, costs, loss or expense, including without limitationincluding, response, remedial or removal costscosts 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 any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits 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 any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the any Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the any Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 negligence of the Borrower and shall inure to the benefit of Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assignsrelevant Indemnitee.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingasset appraisals, without limitationcollateral audits, all such costs collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, attorneys, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank Administrative Agent and the Lenders 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 Parent, the Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits 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 Parent, the Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Parent, the Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Parent, the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees and the Guarantors jointly and severally agree to pay on demand the reasonableall fees, out-of-pocket costs and expenses of reasonably incurred by the Bank Lender in connection with the preparation, negotiation, preparationexecution, execution delivery, administration, modification and delivery amendment of this Agreement, the other Loan Note, the Collateral Documents and the other instruments Loan Documents, including, without limitation, search, filing and documents to be delivered hereunder or thereunderrecording fees and taxes, costs of reappraisals required by the Lender and the fees and expenses of counsel for the Lender with respect thereto, and with respect to 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 reasonably incurred by the Lender, if any (including, without limitation, counsel fees and expenses), in connection with the recording enforcement (whether through negotiations, legal proceedings or filing otherwise) of any of this Agreement, the foregoingNote, the Collateral Documents and in connection with the transactions contemplated hereby or therebyother Loan Documents, and in connection with any consents hereunder or waivers or amendments hereto or theretoincluding, including the without limitation, reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations in connection with any Default or Event of Default or Lender in connection with the enforcement of rights under this Agreement Section 7.04(a). Each of the Borrower and the Guarantors hereby authorizes the Lender and its Affiliates 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 any of the Borrower or 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 Loan Documents or any other instrument or document delivered hereunder or thereunder rights and remedies (including, without limitation, all such costs rights of set-off) that the Lender and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). its Affiliates may have. (b) The Borrower further agrees and the Guarantors agree to indemnify and hold harmless the BankLender and each of its Affiliates and officers, and any security trustee, and their respective directors, officers and employees, agents and advisors (each, an "Indemnified Party") from and against any and all reasonable, out-of-pocket losses, claims, damages, penalties, judgmentslosses, liabilities and expenses (including, without limitation, all reasonable fees and expenses of litigation counsel) that may be incurred by or preparation thereforasserted or awarded against any Indemnified Party, whether or not the indemnified Person is a party thereto) which any of them may pay or incur in each case arising out of or relating to in connection with or by reason of (including, without limitation, in connection with any Loan Document investigation, litigation or proceeding or preparation of a defense in connection therewith) this Agreement, any of the transactions contemplated thereby herein or the direct or indirect application actual or proposed application use of the proceeds of any extension the Loan except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of credit made available hereunder, other than those which arise competent jurisdiction to have resulted from the such Indemnified Party's gross negligence or willful misconduct misconduct. In the case of an investigation, litigation or other proceeding to which the party claiming indemnification. The indemnity in this Section 7.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, upon demand by the Bank at any timeits directors, shall reimburse the Bank for any reasonable, out-of-pocket legal equityholders or other expenses incurred in connection with investigating creditors or defending against any of the foregoing except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement an Indemnified Party or any other instrument Person, whether or document evidencing not any Indemnified Party is otherwise a party thereto and whether or securing any indebtedness, obligations, or liabilities of not the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencetransactions contemplated hereby are consummated. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Each of the Borrower and shall inure the Guarantors also agrees not to assert any claim against the benefit Lender, any of Bank and its Affiliates, or any of their directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Loan. (c) Without prejudice to the survival of any other agreement of the Borrower or the Guarantors hereunder, the agreements and collateral trusteesobligations of the Borrower and the Guarantors contained in this Section 7.04 shall survive the payment in full of principal, interest and their successors all other amounts payable hereunder, under the Note and assignsthe other Loan Documents.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers agree to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower Borrowers further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees agree to indemnify the BankAdministrative Agent, and any security trusteethe L/C Issuer, each Lender, and their respective directors, officers and employees, Related Parties (each such person being called an “Indemnitee”) against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationsuch Indemnitee as determined by a final judgment of a court of competent jurisdiction. The BorrowerBorrowers, upon demand by the Bank Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Bank Administrative Agent, the L/C Issuer, or such Lender for any reasonable, out-of-pocket 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 determined by a court of competent jurisdiction by final nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. To the party extent permitted by applicable law, neither a 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 be indemnifieddirect 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 Borrowers 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any reasonable fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic environmental audits, without limitationfixed asset appraisals, all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and employees, against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 sxx for any claim for contribution against, the Bank Administrative Agent and the Lenders 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees and the Canadian Borrowers jointly and severally agree to pay on demand the reasonable, all reasonable and documented out-of-pocket costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of a single counsel in each relevant jurisdiction to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby 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 in accordance with the Loan Documents, subject to any applicable limitations set forth herein. The Borrower and the Canadian Borrowers jointly and severally further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees agree to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, each of their respective affiliates, and their respective directors, officers officers, agents, and employeesemployees (each such person being on “Indemnitee”), against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and reasonable and documented out-of-pocket expenses (including, without limitation, all reasonable fees and expenses of counsel, including the fees and expenses of litigation or preparation therefor, whether or not the indemnified Person 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 extension Loan, Letter of credit made available hereunderCredit or Canadian Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerEach of the Borrower and the Canadian Borrowers, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank applicable Indemnitee for any reasonable, reasonable and documented out-of-pocket 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. To the extent permitted by applicable law, neither the Borrower, Canadian 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, Letter of Credit or Canadian Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower and the Canadian Borrowers under this Section shall survive the termination of this Agreement. (b) The Borrower and the Canadian Borrowers jointly and severally unconditionally agrees agree to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank Administrative Agent and the Lenders 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification or arising solely out of events or activities occurring after title has transferred to the Agent or any Lender whether resulting from a foreclosure proceeding or the obtaining of title in lieu of foreclosure with respect to the applicable property. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Canadian Borrowers and shall inure to the benefit of Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns. (c) Notwithstanding the foregoing, obligations of the Canadian Borrowers under this Section 13.15 shall be limited to those expenses caused by or otherwise relating to a Canadian Borrower or Obligations owing by a Canadian Borrower.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic environmental audits, without limitationfixed asset appraisals, all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeLender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses Damages (including, without limitation, all reasonable attorney’s fees and other 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 extension of credit made available hereunderLoan, other than those which arise from the gross negligence or negligence, willful misconduct or bad faith of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) or in connection with any work-out, restructuring, or negotiation relating to the Loan or this Agreement, except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. 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 Bank Administrative Agent and the Lender for any damagesDamages, 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 their Propertyits Property (whether owned or leased), (ii) the operation or violation of any environmental lawEnvironmental 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages Damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any reasonable fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic environmental audits, without limitationfixed asset appraisals, all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and employees, against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 sue for any claim for contribution against, the Bank Administrative Agent xxd the Lenders 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees Makers agree to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank in connection with the negotiationexpenses, preparationincluding, execution and delivery of this Agreementwithout limitation, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable attorneys’ fees and expenses disbursements, costs of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs collection and expenses (including court costs and reasonable attorneys’ fees), if anycosts, incurred or paid by the Bank Payee or any other holder of the Obligations in connection with any Default or Event of Default or its Affiliates in connection with the enforcement or collection of this Agreement or Note and any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder related documents. (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). b) The Borrower further agrees Makers agree to indemnify the Bank, Payee and any security trustee, and their its respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 the Note or any Loan Document document delivered in connection therewith or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any extension of credit made available hereunderthe Note, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerMakers, upon demand by the Bank Payee at any time, shall reimburse the Bank Payee for any reasonable, out-of-pocket reasonable 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. The obligations of the Borrower Makers under this Section shall survive the termination cancellation of this Agreementthe Note. (bc) The Borrower Each Maker unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank Payee 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 Maker or otherwise occurring on or with respect to their Propertyits 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 Maker or otherwise occurring on or with respect to their Propertyits property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary Maker or otherwise occurring on or with respect to their Propertyits property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary Maker made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Note or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank obligations and the termination cancellation of this AgreementNote, 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 each Maker and shall inure to the benefit of Bank and the Payee, its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with periodic environmental audits (limited, so long as no Event of Default exists, to one per annum), fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower further agrees to pay to the Bank or Administrative Agent and each Lender, and any other holder of the any Obligations outstanding hereunder, all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, reasonably incurred or paid by the Bank Administrative Agent, such Lender, or any other holder of the Obligations 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 this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (including, without limitation, including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantorGuarantor as a debtor thereunder). The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses Damages (including, without limitation, all 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket reasonable 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. 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 sxx for any claim for contribution against, the Bank Administrative Agent and the Lenders for any damagesDamages, 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 their Propertyits Property (whether owned or leased), (ii) the operation or violation of any environmental law, whether federal, state, or local, and any regulations promulgated thereunder, Environmental Law by the Borrower or any Subsidiary or otherwise occurring on or with respect to their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages Damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic environmental audits, without limitationfixed asset appraisals, all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank Administrative Agent and the Lenders 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Except as otherwise provided hereunder, the Borrower agrees to pay on demand the all reasonable, actual out-of-pocket costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic environmental audits, without limitationfixed asset appraisals, all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directorsAffiliated Parties, officers financial advisors, and employees, consultants against all reasonable, out-of-pocket 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 extension of credit made available hereunderLoan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification (as finally determined by a court of competent jurisdiction). The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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 indemnifiedindemnified (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 Bank 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, all reasonable costs and out-of-pocket costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationand administration of the Loan Documents, execution and delivery of this Agreementincluding, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities liabilities, and reasonable 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification or such party's material breach of this Agreement. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket reasonable 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. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend defend, and hold harmless, and covenants not to sue xxx for any claim for contribution against, the Bank Administrative Agent and the Lenders for any damages, costs, loss loss, or expense, including including, without limitation, response, remedial remedial, or removal costs, arising out of any of the following: (i) any presence, release, threatened release 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 their Propertyits 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 their Propertyits 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 their Propertyits Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty warranty, or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification or such party's material breach of this Agreement. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank the Administrative Agent and its the Lenders and their directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Lender in connection with the negotiation, preparation, execution and delivery execution, delivery, administration, modification, waiver or amendment of this Agreement, the other any Loan Documents or any other documents to be delivered hereunder or thereunder (whether or not the transactions contemplated hereby or thereby shall be consummated), including, without limitation, (A) all due diligence, transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable and documented fees, charges, disbursements and expenses of counsel for the Lender (including, without limitation, all fees and time charges and disbursements for attorneys who may be employees of the Lender) with respect thereto and with respect to advising the Lender as to its rights and responsibilities under the Loan Documents. The Borrower further agrees to pay on demand all reasonable costs and expenses of the Lender, if any (including, without limitation, counsel fees and expenses, including all fees and time charges and disbursements for attorneys who may be employees of the Lender), in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any Loan Document and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoingincluding, and in connection with the transactions contemplated hereby or therebywithout limitation, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank Lender in connection with the enforcement of rights under this Section 7.04(a) and in connection with any workout, restructuring or negotiation in respect to all of the foregoing Advance requested by the Borrower.  (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, without limitation reasonable, fees, charges, disbursements and expenses of counsel (including all fees and time charges and disbursements for attorneys who may be employees of an Indemnified Party)) 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, without limitation, in connection with any actual or potential investigation, litigation or proceeding or preparation of a defense in connection therewith, whether based on contract, tort or any other theory) (i) any Loan Document, any of the transactions contemplated herein or therein or the actual or proposed use of the proceeds of the Advance or (ii) the actual or alleged presence of Hazardous Materials on any property of the Borrower or any of its Subsidiaries or any Environmental Action relating in any way to the Borrower, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a com1 of competent jurisdiction to have resulted primarily from such Indemnified Party's fraud, gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 7.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, equity holders or creditors or an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated). The Borrower further also agrees not to pay to assert any claim for special, indirect, consequential or punitive damages against the Bank Lender or any other holder of its Related Parties, on any theory of liability arising out of or otherwise relating to any Loan Document, any of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred transactions contemplated herein or paid by therein or the Bank actual or any other holder proposed use of the Obligations proceeds of the Advance. No Indemnified Party referred to in this paragraph 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 any Default or Event of Default or in connection with the enforcement of this Agreement or any of the other Loan Documents or the transactions contemplated hereby or thereby.  (c) If any payment of principal of any Advance is made by the Borrower to or for the account of the Lender other than on the last day of an Interest Period for such Advance, as a result of a mandatory termination of the Lender's Commitment pursuant to Section 2.03(b)(ii), payment pursuant to Section 2.07 or 2.08, acceleration of the maturity of any Note pursuant to Section 6.0 I or for any other instrument reason, or document delivered if the Borrower fails to make any payment hereunder for which a notice of prepayment has been given or thereunder (that is otherwise required to be made, or if the Borrower fails to borrow on the date or in the amount notified by the Borrower in any Notice of Borrowing, the Borrower shall, upon demand by the Lender, pay to the Lender any amounts required to compensate the Lender for any additional losses, costs or expenses that it may incur as a result of such payment or such failure to pay, prepay or borrow, including, without limitation, all any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired (or which could have been acquired) by the Lender to fund or maintain such costs and expenses incurred in connection with any proceeding under Advance. A certificate submitted by the United States Bankruptcy Code involving Lender to the Borrower as to the amount of such compensation shall be conclusive and binding for all purposes, absent manifest error. For purposes of calculating amounts payable by the Borrower to the Lender under this Section 7.04(c), the Lender shall be deemed to have funded each Advance bearing interest at the Eurodollar Rate made by it at the Eurodollar Rate for such Advance by a matching deposit or any guarantor). The Borrower further agrees to indemnify other borrowing in the Bank, London interbank eurodollar market for a comparable amount and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation thereforfor a comparable period, whether or not such Eurodollar Rate Advance was in fact so funded.  (d) Without prejudice to the indemnified Person is a party thereto) which survival of any of them may pay or incur arising out of or relating to any Loan Document or any other agreement of the transactions contemplated thereby Borrower hereunder or under any other Loan Document, the direct or indirect application or proposed application of the proceeds of any extension of credit made available hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnified. The agreements and obligations of the Borrower under this Section contained in Sections 2.09, 2.12, 7.04 and 7.08 shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend the Loan Documents and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 principal, interest and all other amounts payable under this indemnificationthe Loan Documents. This indemnification shall be binding upon the successors and assigns of the Borrower and shall inure to the benefit of Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank in connection with the preparation, negotiation, preparationexecution, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunderdelivery, and administration of the Loan Documents, including the reasonable fees and disbursements of counsel to Bank, in connection with the recording or filing of any preparation and execution of the foregoing, Loan Documents and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder amendment, waiver or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated), together with any fees and charges suffered or incurred by Bank in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Bank, 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 this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (including, without limitation, including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantorSubsidiary as a debtor thereunder). The Borrower further agrees to indemnify the Bank, and any security trusteetrustee therefor, their respective Affiliates, and each of their respective directors, officers and officers, employees, agents, advisors, and consultants (each such Person being called an “Bank Indemnitee”) against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Bank Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person Bank 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 extension of credit made available hereunderLoan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnificationindemnification or arising from Bank taking any action which constitutes a breach of Section 9.1 hereof. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket legal or other expenses (including all reasonable fees and disbursements of counsel for any such Bank 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. The obligations To the extent permitted by applicable law, Borrower shall not assert or cause any Subsidiary to assert, and hereby waives, any claim against any Bank 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 Borrower under this Section shall survive the termination of this Agreementproceeds thereof. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the each Bank Indemnitee for any damages, costs, loss or expense, including without limitationincluding, response, remedial or removal costscosts and all fees and disbursements of counsel for any such Bank 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 their Propertyits Property (whether owned or leased), (ii) the operation or violation of any environmental lawEnvironmental 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 negligence of the Borrower and shall inure to the benefit of relevant Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assignsIndemnitee.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and reasonable expenses (including, without limitation, all reasonable expenses of litigation or preparation therefor, whether or not the indemnified 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic environmental audits, without limitationfixed asset appraisals, all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses Damages (including, without limitation, all reasonable attorney’s fees and other 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or negligence, willful misconduct or bad faith of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) or in connection with any work-out, restructuring, or negotiation relating to the Loans, Letters of Credit or this Agreement, except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. 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 Bank Administrative Agent and the Lenders for any damagesDamages, 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 their Propertyits Property (whether owned or leased), (ii) the operation or violation of any environmental lawEnvironmental 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages Damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket costs and expenses of the Bank Xxxxxx in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank Xxxxxx with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank Xxxxxx or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank Xxxxxx or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)thereunder. The Borrower further agrees to indemnify the BankXxxxxx, and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (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 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 extension of credit made available hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Xxxxxx at any time, shall reimburse the Bank Xxxxxx for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnified. 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket all documented costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereundersyndication, and administration of the Loan Documents, including the reasonable and documented fees and disbursements of counsel to Administrative Agent, in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated), 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. The Borrower further agrees to pay to the Bank or Administrative Agent and each Lender, and any other holder of the any Obligations outstanding hereunder, all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, reasonably incurred or paid by the Bank Administrative Agent, such Lender, or any other holder of the Obligations 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 this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (including, without limitation, including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantorGuarantor as a debtor thereunder). The Borrower further agrees to indemnify the BankAdministrative Agent, each Lender, and any security trusteetrustee therefor, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants (each such Person being called an “Indemnitee”) against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, including all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person 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 extension of credit made available hereunderLoan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket legal or other expenses (including all reasonable and documented 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. The obligations To the extent permitted by applicable law, neither 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 Borrower under this Section shall survive the termination of this Agreementproceeds thereof. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, the Bank each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costscosts 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 negligence of the Borrower and shall inure to the benefit of Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assignsrelevant Indemnitee.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers agree to pay on demand the reasonable, out-of-pocket all reasonable costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower Borrowers further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees agree to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants (each such person being an “Indemnitee”) against all reasonable, out-of-pocket 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 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Bank Administrative Agent, the L/C Issuer or a Lender at any time, shall reimburse the Bank Administrative Agent, the L/C Issuer or such Lender for any reasonable, out-of-pocket 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. To the extent permitted by applicable law, no 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 Borrowers 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Except as otherwise provided hereunder, the Borrower agrees to pay on demand the all reasonable, actual out-of-pocket costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees to pay to the Bank , together with any fees and charges suffered or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of the Obligations Administrative Agent 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 (includingperiodic environmental audits, without limitationfixed asset appraisals, all such costs title insurance policies, collateral filing fees and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)lien searches. The Borrower further agrees to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket 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 extension Loan or Letter of credit made available hereunderCredit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. 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 Bank Administrative Agent and the Lenders 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 their Propertyits 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 their Propertyits 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 their Propertyits 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 mortgage, deed of trust, security agreement or any other instrument or document Loan Document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligencenegligence of the party claiming indemnification. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank Administrative Agent and its the Lenders directors, officers, employees, agents, and collateral trustees, and their successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees shall pay to pay on Lender immediately upon demand the reasonablefull amount of all payments, out-of-pocket advances, charges, costs and expenses expenses, including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of the Bank Lender’s in-house counsel), expended or incurred by Lender in connection with (a) the negotiation, preparation, execution negotiation and delivery preparation of this Agreement, Agreement and the other Loan Documents Documents, Lender’s continued administration hereof and thereof, and the other instruments preparation of any amendments and documents waivers hereto and thereto, (b) the enforcement of Lender’s rights and/or the collection of any amounts which become due to be delivered hereunder or thereunder, and in connection with the recording or filing of Lender under any of the foregoingLoan Documents, and in connection with (c) the transactions contemplated hereby reasonable actual charges paid or therebyincurred by Lender if it elects to employ the services of one or more third persons to perform financial exams or analyses of Borrower’s and its Subsidiaries’ business/recurring revenue valuation; provided, that so long as no Event of Default shall have occurred and be continuing, Borrower shall not be obligated to reimburse Lender for more than 1 financial examination during any calendar year or more than 1 business/recurring revenue valuation during any calendar year, and (d) the prosecution or defense of any action in any way related to any of the Loan Documents, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any consents hereunder Insolvency Proceeding (including without limitation, any adversary proceeding, contested matter or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank motion brought by Lender or any other holder of the Obligations all reasonableperson) relating to Borrower, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank any Subsidiary Guarantor or any other holder person or entity. (b) Borrower and each Subsidiary Guarantor jointly and severally agrees to indemnify and hold harmless Lender, its officers, directors, employees and agents (each an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever (including reasonable attorneys fees) which an Indemnified Party may incur or be subject to as a result of any claim against an Indemnified Party by any Person other than Borrower or any Subsidiary (except to the Obligations in connection with extent that such claim by Borrower or any Default or Event Subsidiary against any Indemnified Party is unsuccessful) by reason of Default or in connection with the enforcement execution and delivery of and consummation and performance of the transactions contemplated by this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (includingDocuments; provided, without limitationhowever, all such costs that Borrower and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees each Subsidiary Guarantor shall not be required to indemnify the Bank, and an Indemnified Party for any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penaltieslosses, judgmentsliabilities, liabilities and costs or expenses (includingto the extent, without limitationbut only to the extent, all expenses of litigation or 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 extension of credit made available hereunder, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if are caused by the same is directly due to the willful misconduct or gross negligence or willful misconduct of such Indemnified Party as finally determined by a court of competent jurisdiction. Nothing in this Section 8.03 is intended to limit the party to be indemnified. 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 Bank 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 Guarantor to their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 pay its obligations under this indemnification. This indemnification shall be binding upon Agreement or the successors and assigns of the Borrower and shall inure to the benefit of Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assignsother Loan Documents.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand the reasonable, out-of-pocket costs and expenses of the Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents and the other instruments and documents to be delivered hereunder or thereunder, and in connection with the recording or filing of any of the foregoing, and in connection with the transactions contemplated hereby or thereby, and in connection with any consents hereunder or waivers or amendments hereto or thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, incurred or paid by the Bank or any other holder of 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 (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor). The Borrower further agrees to indemnify the Bank, and any security trustee, and their respective directors, officers and employees, against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses (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 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 extension of credit made available hereunder, other than those which arise from the fraud, gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any reasonable, out-of-pocket 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 gross negligence or willful misconduct of the party to be indemnified. 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 sux xor any claim for contribution against, the Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s fraud, willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns. (c) All amounts due under this Section shall be payable 10 days after demand therefor. (d) Each party’s obligations under this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

Costs and Expenses; Indemnification. (a) The Borrower agrees Borrowers agree to pay on demand the reasonable, out-of-pocket all costs and expenses of the Bank Administrative Agent in connection with the preparation, negotiation, preparationsyndication, execution and delivery administration of this Agreementthe Loan Documents, including, without limitation, the other Loan Documents reasonable fees and disbursements of counsel to the other instruments and documents to be delivered hereunder or thereunderAdministrative Agent, and in connection with the recording or filing of any preparation and execution of the foregoingLoan Documents, and in connection with the transactions contemplated hereby any amendment, waiver or thereby, and in connection with any consents hereunder or waivers or amendments hereto or consent related thereto, including the reasonable fees and expenses of counsel for the Bank with respect to all of the foregoing (whether or not the transactions contemplated hereby herein are consummated). The Borrower further agrees Borrowers agree to pay to the Bank or any other holder of the Obligations all reasonable, out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees), if any, of each Lender incurred or paid by the Bank or any other holder of the Obligations in connection with collection of amounts owed under this Agreement or under any Default or Event of Default other Loan Document or in connection with the enforcement of this Agreement or of any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder (including, without limitation, all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any guarantor)Document. The Borrower Borrowers further agrees agree to indemnify the BankAdministrative Agent, and any security trusteeeach Lender, and their respective directors, officers and officers, employees, agents, financial advisors, and consultants against all reasonable, out-of-pocket losses, claims, damages, penalties, judgments, liabilities and expenses Damages (including, without limitation, all 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 extension of credit made available hereunderLoan, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification. The BorrowerBorrowers, upon demand by the Bank Administrative Agent or a Lender at any time, shall reimburse the Bank Administrative Agent or such Lender for any reasonable, out-of-pocket 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. The obligations of the Borrower Borrowers 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 Bank 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 their Property, (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 their Property, (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 their Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any mortgage, deed of trust, security agreement or any other instrument or document evidencing or securing any indebtedness, obligations, or liabilities of the Borrower or any Subsidiary owing to the Bank or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the Bank’s willful misconduct or gross negligence. This indemnification shall survive the payment and satisfaction of all Obligations owing to the Bank 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 Bank and its directors, officers, employees, agents, and collateral trustees, and their successors and assigns.