Common use of Costs and Expenses; Indemnification Clause in Contracts

Costs and Expenses; Indemnification. Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 50

Costs and Expenses; Indemnification. Borrower agrees The Borrowers agree to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each of Holdings and Borrower hereby agrees . The Borrowers further agree to indemnify each the Administrative Agent-Related Person, the L/C Issuer, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors Related Parties (each such person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and reasonable expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to without limitation, all reasonable expenses of litigation or preparation therefor, whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of such Indemnitee as determined by a final judgment of a court of competent jurisdiction. The Borrowers, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any legal or other expenses 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 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 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 direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any Letter of Credit or the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductproceeds thereof. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each The obligations of the Indemnified Liabilities which is permissible Borrowers under applicable law. 50this Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents; (ii) all costs Documents and expenses of Agent the other instruments and its Affiliatesdocuments to be delivered hereunder or thereunder, and fees in connection with the recording or filing of any of the foregoing, and disbursements of counsel (excluding allocated costs in connection with the transactions contemplated hereby or thereby, and expenses for internal legal services), in connection with any amendments, modifications consents hereunder or waivers of or amendments hereto or thereto, including the terms of any Loan Documents, and (iii) all costs reasonable fees and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements counsel for the Bank with respect to all of counsel the foregoing (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be are consummated). The Borrower further agrees to pay to the Bank all costs and expenses (including court costs and attorneys' fees), each if any, incurred or paid by the Bank in connection with any Default or Event of Holdings and Default or in connection with the enforcement of this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder. The Borrower hereby further agrees to indemnify each Agent-Related Personthe Bank, each Lenderand any security trustee, any Affiliate thereof and their respective directors, officers, officers and employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and reasonable expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to without limitation, all reasonable expenses of litigation or preparation therefor, whether or not the extent permitted herein, allocated costs and expenses for internal legal services), indemnified Person is a party thereto) which any of them may be imposed on, incurred by, pay or asserted against any Indemnified Person, in any way relating to or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any extension of credit made available hereunder, other than those which arise from the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductmisconduct of any indemnified party. If and The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each gross negligence or willful misconduct of the Indemnified Liabilities which is permissible party to be indemnified. The obligations of the Borrower under applicable law. 50this Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. Borrower agrees to (a) The Company shall pay on demand by Agent (i) all reasonable and documented out of pocket expenses incurred by the Lead Agents and their Affiliates (including the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliatesfees, and the reasonable fees charges and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal servicesthe Lead Agents), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with Documents or any amendments, modifications or waivers of the terms of any Loan Documents, and provisions hereof or thereof (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby or thereby shall be consummated), each (ii) all reasonable out of Holdings pocket expenses incurred by the Issuers in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and Borrower hereby agrees to (iii) all out of pocket expenses incurred by the Agent, any Lender or any Issuer (including the fees, charges and disbursements of any counsel for the Agent, any Lender or any Issuer), in connection with the enforcement or protection of its rights during the existence of any Default or Event of Default (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Company shall indemnify each Agent-Related Person, each Lender, any Affiliate thereof each Issuing Bank and their respective directors, officers, employees, agents, counsel and other advisors each of the Related Parties of such Person (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and related expenses or disbursements of any kind or nature whatsoever, (including the reasonable fees fees, charges and disbursements of one counsel to an Indemnified Person for the Lead Agents and one counsel for all other Indemnitees (including, except in each case to the extent permitted herein, allocated costs and expenses for internal legal servicesthat separate counsel would be required as the result of any conflict of interest)), which may be imposed on, incurred by, by any Indemnitee or asserted against any Indemnified PersonIndemnitee by any third party or by the Company or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any way relating to other Loan Document or arising out of any of the Loan Documentsagreement or instrument contemplated hereby or thereby, the use performance by the parties hereto of their respective obligations hereunder or intended use thereunder or the consummation of the proceeds of the Loans or the transactions contemplated hereby or therebythereby or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with respect such demand do not strictly comply with the terms of such Letter of Credit but excluding, solely as between the Company and such Issuer and without affecting the liability of the Company to any investigationother Indemnitee, litigation any action or other omission for which such Issuer has agreed in writing it is not entitled to indemnification hereunder), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Claim related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, irrespective whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any other Loan Party, and regardless of whether the Indemnified Person shall be designated any Indemnitee is a party thereto (the "Indemnified Liabilities")thereto; provided that neither Holdings nor Borrower such indemnity shall be liable not, as to any Indemnified Person for any portion Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) result from a breach by a Lender of such Indemnified Liabilities resulting Section 11.08, (B) arise from such Indemnified Person's disputes between Indemnitees, (C) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct. If misconduct of such Indemnitee or the use by such Indemnitee of confidential information in a manner that violates any Federal or state securities law, (D) constitute customary expenses for a Lender in connection with review of credit documentation and to the closing of this Agreement or (E) result from a claim brought by the Company or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (c) To the extent that the foregoing indemnification is Company for any reason held unenforceablefails to indefeasibly pay any amount required under subsection (a) or (b) to be paid by it to any Agent-Related Person or any Related Party of such Agent-Related Person, each of Holdings and Borrower Lender severally agrees to make pay to such Agent-Related Person such Xxxxxx’s Total Percentage (determined as of the maximum contribution time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such, or against any Related Party acting for such Agent-Related Person in connection with such capacity. The obligations of the Lenders under this subsection (c) (i) are subject to the payment provisions of Section 2.18 and satisfaction of each (ii) shall not in any way limit the obligations of the Indemnified Liabilities which is permissible Company under this Section 11.04. (d) To the fullest extent permitted by applicable law, the Company shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. 50No Indemnitee shall be liable for any damages arising from the use by third parties of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (e) The obligations in this Section shall survive payment of all other Obligations. At the election of any Indemnitee, the Company shall defend such Indemnitee using legal counsel satisfactory to such Indemnitee in such Person’s sole discretion, at the sole cost and expense of the Company. All amounts owing under this Section shall be paid within 30 days after demand (which demand shall be accompanied by a statement from the applicable Indemnitee setting forth such amounts in reasonable detail).

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Holdings Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (includingfor any such Indemnitee and all reasonable expenses of litigation or preparation therefor, to whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, any claim ​ ​ against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationenvironmental law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement for a period of five (5) years, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable law. 50Borrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. Borrower agrees The Borrowers agree to pay jointly and severally on demand by Agent (i) the reasonable and documented out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents; (ii) all costs Documents and expenses of Agent the other instruments and its Affiliatesdocuments to be delivered hereunder or thereunder, and fees in connection with the transactions contemplated hereby or thereby, and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications consents hereunder or waivers of or amendments hereto or thereto, including the terms of any Loan Documents, reasonable and (iii) all costs documented fees and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements counsel for the Bank with respect to all of counsel the foregoing (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be are consummated). The Borrowers further agree to pay jointly and severally to the Bank all costs and expenses (including court costs and attorneys’ fees), each if any, incurred or paid by the Bank in connection with any Default or Event of Holdings and Borrower hereby agrees Default or in connection with the enforcement of this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder. The Borrowers further agree to indemnify each Agent-Related Personthe Bank, each Lenderand any security trustee, any Affiliate thereof and their respective directors, officers, officers and employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to without limitation, all expenses of litigation or preparation therefor, whether or not the extent permitted herein, allocated costs and expenses for internal legal services), indemnified Person is a party thereto) which any of them may be imposed on, incurred by, pay or asserted against any Indemnified Person, in any way relating to or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any extension of credit made available hereunder, other than those which arise from the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductmisconduct of the party claiming indemnification. If and The Borrowers, upon demand by the Bank at any time, shall reimburse the Bank for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each gross negligence or willful misconduct of the Indemnified Liabilities which is permissible party to be indemnified. The obligations of the Borrower under applicable law. 50this Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket all documented third party costs and expenses of Agent and any of its Affiliatesreasonably incurred by Bank in connection with the preparation, negotiation, execution, delivery, and administration of the Loan Documents, including the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)Bank, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs Documents and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications the transactions contemplated hereby or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documentsthereby, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each together with any documented fees and charges reasonably incurred by Bank in connection with periodic environmental audits, fixed asset appraisals, title insurance policies, collateral filing fees and lien searches. The Borrower agrees to pay to Bank all costs and expenses incurred or paid by Bank, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Holdings Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Subsidiary as a debtor thereunder). The Borrower further agrees to indemnify Bank, and any security trustee therefor, their respective Affiliates, and each Agent-Related Person, each Lender, any Affiliate thereof and of their respective directors, officers, employees, agents, counsel advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind or nature whatsoever, (including the all reasonable fees and disbursements of counsel to an Indemnified Person (includingfor any such Indemnitee, to all reasonable expenses of litigation or preparation therefor, whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation, and all costs resulting from any environmental problems) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or Letter of Credit, INCLUDING THE INDEMNITEE’S OWN ORDINARY NEGLIGENCE, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. IT IS THE EXPRESS INTENT OF THE PARTIES HERETO THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION 9.10 IS AN INDEMNITY BY THE BORROWER TO INDEMNIFY AND PROTECT THE INDEMNITEES FROM THE CONSEQUENCES OF THEIR OWN NEGLIGENT ACTS OR OMISSIONS, BUT EXCLUDING, HOWEVER, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF INDEMNITEES. The Borrower, upon demand by Bank at any time, shall reimburse Bank for any legal or other expenses (including all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the 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, including with respect to any investigation, litigation Loan or other proceeding relating to any Letter of Credit or the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 50proceeds thereof.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents; (ii) all costs Documents and expenses of Agent the other instruments and its Affiliatesdocuments to be delivered hereunder or thereunder, and fees in connection with the recording or filing of any of the foregoing, and disbursements of counsel (excluding allocated costs in connection with the transactions contemplated hereby or thereby, and expenses for internal legal services), in connection with any amendments, modifications consents hereunder or waivers of or amendments hereto or thereto, including the terms of any Loan Documents, and (iii) all costs reasonable fees and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements counsel for the Bank with respect to all of counsel the foregoing (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all costs and expenses (including court costs and reasonable attorneys’ fees), each if any, incurred or paid by the Bank or any other holder of Holdings the Obligations in connection with any 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 hereby or any guarantor). The Borrower further agrees to indemnify each Agent-Related Personthe Bank, each Lenderand any security trustee, any Affiliate thereof and their respective directors, officers and employees, against all 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 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 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, counsel and other advisors (each an "Indemnified Person") againstcollateral trustees, and hold each of them harmless from, any their successors and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including 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 reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of any termination of the Loan Documents, the use or intended use Documents and payment of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 50obligations hereunder.

Costs and Expenses; Indemnification. Borrower agrees to (a) The Company shall pay on demand by Agent (ia) all fees due upon Closing under the Term Sheet; (b) 50% of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of Agent and any of its AffiliatesPillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, and the reasonable fees and disbursements of special counsel to Agent (excluding allocated costs and expenses for internal legal services), certain of the Purchasers) incurred by the Purchasers in connection with the negotiation, preparation, execution and delivery transactions contemplated hereby (subject to a maximum of $125,000 obligation of the Loan Documents; Company with respect to such transactions), (iic) all reasonable costs and expenses (including reasonable attorneys’ fees of a single law firm) incurred by the Collateral Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), or any Purchaser in connection with any amendments, modifications waivers or waivers consents under or in respect of this Agreement, any other Related Document including the terms Notes (whether or not such amendment, waiver or consent becomes effective), (d) the reasonable costs and expenses incurred by the Collateral Agent or any Purchaser in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of any Loan Documentsbeing a Purchaser (including reasonable attorneys’ fees for all such holders), and (iiie) all the reasonable costs and expenses incurred by the Collateral Agent or any Purchaser, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of Agentthe Company or any Subsidiary. The Company will pay, and will save each Purchaser and each other Purchaser harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by a Purchaser). (b) Each Guarantor further agrees to defend, protect, indemnify, and hold harmless the Collateral Agent and each and all of the Guaranteed Parties, each Lender of their respective Affiliates and their respective Affiliatesofficers, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officers, employees, agentsattorneys and agents (collectively, counsel the “Indemnified Party”) from and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, claims, costs, expenses or disbursements of any kind or nature whatsoeverwhatsoever (including, including without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person (includingfor such Indemnitees in connection with any investigative, to the extent permitted hereinadministrative or judicial proceeding, allocated costs and expenses for internal legal serviceswhether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against any Indemnified Person, such Indemnitees in any way manner relating to or arising out of this Agreement, any of the Loan other Related Documents, the use or intended use of the proceeds of the Loans or the transactions any transaction contemplated hereby or therebythereby (collectively, including the “Indemnified Matters”); provided, however, that such Guarantor shall not have any obligation to an Indemnitee hereunder with respect to Indemnified Matters caused by or resulting from (a) a dispute among the Guaranteed Parties or a dispute between any investigationGuaranteed Party and the Collateral Agent, litigation or other proceeding relating to any of (b) the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion willful misconduct or gross negligence of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductIndemnitee. If the undertaking to indemnify, pay and to hold harmless set forth in the extent that the foregoing indemnification is for preceding sentence may be unenforceable because it violates of any reason held unenforceablelaw or public policy, each of Holdings and Borrower agrees to make such Guarantor shall contribute the maximum contribution portion which it is permitted to pay and satisfy under Applicable Law, to the payment and satisfaction of each all Indemnified Matters incurred by the Indemnitees. This Section 3.03(b) shall survive the full payment of the Indemnified Liabilities which is permissible under applicable law. 50Guaranteed Obligations and the termination of this Agreement or any other Related Document.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent the Lenders in connection with the modification, amendment and any syndication of its Affiliatesthe Loan Documents (including, and without limitation, the reasonable fees and disbursements expenses of counsel for Prudential with respect thereto, with respect to Agent (excluding allocated costs advising the Lenders as to its rights and expenses for internal legal services)responsibilities, in connection with or the negotiationperfection, preparationprotection or preservation of rights or interests, execution and delivery of under the Loan Documents; , with respect to negotiations with the Borrower or with other creditors of the Borrower or any of its Subsidiaries arising out of any Default or any events 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 Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), the Lenders in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable fees and expenses of counsel for each Lender with respect thereto). (i) The Borrower agrees that it will indemnify and hold harmless the Lenders to the fullest extent permitted by law, from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (and any out-of-court workout and all actions, suits, proceedings and investigations in respect thereof and any and all legal or other refinancing costs, expenses and disbursements in giving testimony or restructuring furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any bankruptcy such action, proceeding or insolvency case or proceeding. In addition, investigation (whether or not in connection with litigation in which any of the Lenders is a party thereto), directly or indirectly, caused by, relating to, based upon, arising out of or in connection with (a) this Agreement and the other Loan Documents, or (b) any untrue statement or alleged untrue statement of a material fact contained in, or omissions or alleged omissions from any filing with any governmental agency or similar statements or omissions in or from any information furnished by the Borrower or any of its Subsidiaries or Affiliates to any of the Lenders or any other person in connection with this Agreement and the other Loan Documents; provided, however, that such indemnity agreement shall not apply to any such loss, claim, damage, obligation, penalty, judgment, award, liability, cost, expense or disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of any of the Lenders. The Borrower also agrees that the Lenders shall have no liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower for or in connection with this Agreement and the other Loan Documents or the transactions contemplated hereby thereby, except for any such losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements that are finally judicially determined by a court of competent jurisdiction (not subject to further appeal) to have resulted from the bad faith or gross negligence of any of the Lenders. (ii) The indemnification provisions in this Section shall be consummatedin addition to any liability which the Borrower may have to the Lenders or the Persons indemnified below in this sentence and shall extend to the following: the Lenders, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related PersonPrudential, each Lender, any Affiliate thereof and their respective affiliated entities, directors, officers, employees, agentslegal counsel, counsel agents and other advisors controlling persons (each an "Indemnified Person") againstwithin the meaning of the federal securities laws), and hold each none of them harmless from, such indemnified persons shall be liable for any act or omission of any of the others. All references to "Lender(s)" in these indemnification provisions shall be understood to include any and all liabilitiesof the foregoing. (iii) If any action, obligationssuit, proceeding or investigation is commenced, as to which any indemnified party proposes to demand indemnification, it shall notify the Borrower with reasonable promptness; provided, however, that any failure by any indemnified party to so notify the Borrower shall not relieve the Borrower from its obligations hereunder. Prudential, on behalf of the Lenders, shall have the right to retain counsel of its choice to represent the Lenders, and the Borrower shall pay the reasonable fees, expenses and disbursements of such counsel; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Borrower and any counsel designated by the Borrower. The Borrower shall be liable for any settlement of any claim against any of the Lenders made with the Borrower's written consent, which consent shall not be unreasonably withheld. The Borrower shall not, without the prior written consent of Prudential, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to each of the Lenders of an unconditional and irrevocable release from all liability in respect of such claim. (iv) In order to provide for just and equitable contribution, if a claim for indemnification pursuant to the indemnification provisions contained in this Section is made but is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Borrower, on the one hand, and the Lenders, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties, actions, judgments, suitsawards, liabilities, costs, expenses and disbursements to which the indemnified persons may be subject in accordance with the relative benefits received by the Borrower, on the one hand, and the Lenders, on the other hand, and also the relative fault of the Borrower, on the one hand, and the Lenders, on the other hand, in connection with the statements, acts or omissions which resulted in such losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements and the relevant equitable considerations shall also be considered. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation. (v) Neither termination of the Commitments nor repayment of the Advances shall affect the indemnification provisions contained in this Section which shall then remain operative and in full force and effect. (c) If any payment of principal of any kind Advance is made by the Borrower to or nature whatsoeverfor the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.07(c), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by such Lender, pay to such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the reasonable liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and disbursements expenses of counsel to an Indemnified Person (includingand indemnities, to the extent permitted herein, allocated costs and expenses for internal legal services), which such amount may be imposed on, incurred by, or asserted against paid on behalf of the Borrower by any Indemnified PersonLender, in any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 50its sole discretion.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the reasonable all reasonable, reasonably itemized, out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent (excluding allocated costs and expenses for internal legal services), in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each together with any fees and charges suffered or incurred by the Administrative Agent in connection with title insurance policies, collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, all costs and expenses reasonably incurred or paid by the Administrative Agent, including reasonable legal fees and disbursements and court costs, in connection with any amount payable under Section 2.6(e) hereof and in connection with any Default or Event of Holdings Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred by the Administrative Agent, any receiver, receiver-manager, agent or consultant in connection with any proceeding under or pursuant to any Insolvency Legislation involving the Borrower hereby or any other Obligor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, each Lender, the L/C Issuer, each Affiliate of a Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified PersonIndemnitee") against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (includingfor the Administrative Agent only and all reasonable expenses of litigation or preparation therefor, to whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from the Loans gross negligence or wilful misconduct of the party claiming indemnification or the final judicial determination of a breach by the party claiming indemnification of its express obligations under the Loan Documents. The Borrower, upon demand by the Administrative Agent at any time, shall reimburse the Administrative Agent for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or wilful misconduct of the party to be indemnified or the final judicial determination of a breach by the party to be indemnified of its express obligations under the Loan Documents. To the extent permitted by Applicable Law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to sue for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel to any such Indemnitee, arising out of any claim for personal injury or property damage in connection with the Borrower or any other Obligor or otherwise occurring on or with respect to any investigationits Property (whether owned or leased), litigation except for damages, costs, losses or other proceeding relating to any of expenses arising from the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductwilful misconduct of the party claiming indemnification or the final judicial determination of a breach by the party claiming indemnification of its express obligations under the Loan Documents. If and to the extent that the foregoing This indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to shall survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable law. 50Borrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent (excluding allocated costs and expenses for internal legal servicesa single local counsel per jurisdiction necessary to the Administrative Agent), in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each of Holdings and . The Borrower hereby agrees to indemnify each pay to the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or all reasonable and documented out-of-pocket fees and disbursements of counsel for any kind such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or nature whatsoeverpreparation therefor, including whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than other than (i) those which arise from the gross negligence, bad faith or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to an Indemnified Person (including, the foregoing) except to the extent permitted hereinthe same is due to the gross negligence, allocated costs and expenses for internal legal services), which may be imposed on, incurred bybad faith, or asserted willful misconduct of the party to be indemnified. To the extent permitted by applicable Legal Requirements, the Borrower and the Guarantors shall not assert, and each hereby waives, any claim against any Indemnified PersonIndemnitee, 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 way relating to agreement or arising out of any of the Loan Documentsinstrument contemplated hereby or thereby, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to sxx for any claim for contribution against, each Indemnitee for any damages, loss or reasonable and documented out-of-pocket costs and expenses, including without limitation, response, remedial or removal costs and all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any Hazardous Material Activity at any of the Real Properties, (ii) the violation of any Environmental Law by ARC REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any investigationReal Property, litigation (iii) any claim for personal injury or other proceeding relating property damage in connection with the ARC REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any Real Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by ARC REIT, the Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct, bad faith or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns. (c) This Section 12.15 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. 50arising from any non-Tax claim.

Costs and Expenses; Indemnification. Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 5050 [*] Indicates confidential treatment requested.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent the Administrative Agent, the Joint Lead Arrangers and any their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of its Affiliatesthis Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and disbursements expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent (excluding allocated as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay promptly upon demand all reasonable costs and expenses for internal legal services)of the Administrative Agent and the Lenders, if any, (A) in connection with the negotiationenforcement (whether through negotiations, preparation, execution legal proceedings or otherwise) of this Agreement and delivery of the other Loan Documents; , including its rights under this Section, or (iiB) in connection with the Loans made hereunder, including all costs such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent and its Affiliatesthe Lenders taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent and any Lender to the extent needed to avoid an actual or potential conflict of interest). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Joint Lead Arrangers and each Lender, and fees each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and disbursements against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of counsel or in connection with or relating to (excluding allocated costs and expenses for internal legal services)including, without limitation, in connection with any amendmentsinvestigation, modifications litigation or waivers proceeding or preparation of a defense in connection therewith) this Agreement, any of the terms transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any Loan Documentspending or threatened claim or any action or proceeding arising therefrom, and whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses believes in good faith that it is necessary or appropriate for internal it to resist any legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout process or other refinancing compulsion of law which is purported to be asserted against it) and whether or restructuring not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any bankruptcy of its Affiliates and whether or insolvency case not any of the transactions contemplated hereby are consummated or proceedingthis Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In additionthe case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby shall be are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each any Lender, any Affiliate thereof and of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, counsel and other advisors (each an "Indemnified Person") againston any theory of liability, and hold each of them harmless fromfor special, any and all liabilitiesindirect, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses consequential or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or punitive damages arising out of or otherwise relating to this Agreement, any of the Loan Documents, transactions contemplated herein or the use actual or intended proposed use of the proceeds of the Loans Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Revolving Loan, as a result of a payment or Conversion pursuant to Section 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.16, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to by any of the foregoingforegoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, irrespective claim, damage, liability or expense is found in a judgment by a court of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable competent jurisdiction by final and nonappealable judgment to any Indemnified Person for any portion of such Indemnified Liabilities resulting have resulted from such Indemnified Person's Party’s gross negligence or willful misconduct. If and . (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the extent that Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the maximum contribution to the payment fees and satisfaction disbursements of each of the Indemnified Liabilities which is permissible under applicable law. 50its legal counsel.

Costs and Expenses; Indemnification. (a) The Borrower agrees to shall pay on demand by Agent (i) all reasonable and documented out of pocket expenses incurred by the Agent, the Joint Lead Arrangers and each of their respective Affiliates (including the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliatesfees, and the reasonable fees charges and disbursements of (x) counsel to for the Agent and (excluding allocated costs and expenses y) one counsel for internal legal servicesall the Joint Lead Arrangers), in connection with the syndication of the term loan facility provided for herein, the preparation, due diligence, negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with Documents or any amendments, modifications or waivers of the terms of any Loan Documents, and provisions hereof or thereof (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby or thereby shall be consummated); (ii) [reserved]; and (iii) all out-of-pocket expenses incurred by the Agent or any Lender (including the fees, each charges and disbursements of Holdings one counsel for the Agent and one counsel for the Lenders in the aggregate), in connection with the enforcement or protection of their respective rights during the existence of any Default or Event of Default (A) in connection with this Agreement and the other Loan Documents, including their rights under this Section, or (B) in connection with the Loans made hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. (b) The Borrower hereby agrees to shall indemnify the Agent, each Agent-Related Person, each LenderJoint Lead Arranger, any Affiliate thereof each Lender and their respective directors, officers, employees, agents, counsel and other advisors each of the Related Parties of such Person (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and related expenses or disbursements of any kind or nature whatsoever, (including the reasonable fees fees, charges and disbursements of one counsel to an Indemnified Person for all Agent-Related Persons and one counsel for all other Indemnitees (includingexcept, in each case, to the extent permitted herein, allocated costs and expenses for internal legal servicesthat separate counsel would be required as a result of any conflict of interest)), which may be imposed on, incurred by, by any Indemnitee or asserted against any Indemnified PersonIndemnitee by any third party or by the Borrower or any other Loan Party arising out of, or awarded against any Indemnitee, promptly following written demand therefor setting forth in reasonable detail a description of such claims, damages, losses, liabilities and expenses, in any way relating to or each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including the Transaction or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, ); (ii) any Loan or the use or intended proposed use of the proceeds therefrom; (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Claim related in any way to the Borrower or any of its Subsidiaries; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Loans foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) arise from disputes between Indemnitees not in the Indemnitees’ capacities as Joint Lead Arrangers or Agent, that does not arise or result from any act or omission by the Borrower or any Subsidiary thereof; provided that this clause (A) shall not apply to limit the availability of indemnity to the Agent and the Agent-Related Persons for disputes among Indemnitees other than the Agent and any Agent-Related Person; (B) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; or (C) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of any claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) to which the indemnity in this Section applies, such indemnity shall be effective whether or not such Proceeding is brought by the Borrower, its equity holders or creditors, whether or not an Indemnitee is otherwise a party thereto and whether or not any aspect of the Transaction is consummated. The Borrower shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceeding against an Indemnitee in respect of which indemnity could have been sought under this Section 11.04(b) by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to any admission. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) to be paid by it to any Agent-Related Person or any Related Party of such Agent-Related Person, each Lender severally agrees to pay to such Agent-Related Person such Lender’s Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such, or against any Related Party acting for such Agent-Related Person in connection with such capacity. The obligations of the Lenders under this subsection (c) (i) are subject to the provisions of Section 2.16 and (ii) shall not in any way limit the obligations of the Borrower under this Section 11.04. (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by third parties of any information or other materials obtained through IntraLinks or any other Platform or other similar information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, including with respect to any investigationother than for direct, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities actual damages resulting from such Indemnified Person's the gross negligence or willful misconductmisconduct of such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction. (e) The obligations in this Section shall survive payment of all other Obligations. If At the election of any Indemnitee, the Borrower shall defend such Indemnitee using legal counsel satisfactory to such Indemnitee in such Person’s sole discretion, at the sole cost and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each expense of the Indemnified Liabilities Borrower. All amounts owing under this Section shall be paid within 30 days after demand (which is permissible under demand shall be accompanied by a statement from the applicable law. 50Indemnitee setting forth such amounts in reasonable detail).

Costs and Expenses; Indemnification. Borrower agrees to (a) Pledgors shall pay on demand by Agent (i) the reasonable all of Lender's out-of-pocket costs and expenses of Agent and any of its Affiliatesexpenses, and the including without limitation reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)counsel, in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all costs this Agreement and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with the prosecution or defense of any amendmentsaction, modifications contest, dispute, suit or waivers proceeding concerning any matter in any way arising out of, related to or connected with this Agreement. Pledgors shall also pay all of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any Lender's out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionpocket costs and expenses, whether or not the transactions contemplated hereby shall be consummatedincluding, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Personwithout limitation, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person counsel, in connection with (a) the preparation, execution and delivery of any waiver, any amendment thereto or consent proposed or executed in connection with the transactions contemplated by this Agreement, (b) Lender's obtaining performance of Pledgors' obligations under this Agreement, including, but not limited to, the enforcement or defense of the Liens granted hereunder in the Pledged Collateral, assignments of rights and Liens hereunder as valid perfected security interests, (c) any attempt to inspect, verify, protect, collect, sell, liquidate or otherwise dispose of any Pledged Collateral, and (d) any consultations in connection with any of the extent permitted hereinforegoing. (b) Any such amounts payable as provided hereunder shall be additional Indebtedness secured hereby. The provisions of this Section 22 shall remain operative and in full force and effect regardless of the termination of this Agreement, allocated costs and expenses for internal legal services)the consummation of the transactions contemplated hereby, which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out the repayment of any of the Loan DocumentsIndebtedness, the use invalidity or intended use unenforceability of any term or provision of this Agreement, or any investigation made by or on behalf of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person Lender. All amounts due under this Section 22 shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 50payable on written demand therefor.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of Agent and any of its Affiliatesthe Agents, the Document Custodian, the Securities Intermediary and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), Collateral Administrator in connection with the preparation, review, negotiation, preparationreproduction, execution and delivery of this Agreement and the Loan other Facility Documents; , including (iibut limited, in the case of legal fees and expenses, to) all the reasonable and documented fees and disbursements of one outside counsel for the Administrative Agent plus, if necessary, one additional local counsel, one outside counsel for the Collateral Agent, the Document Custodian, the Securities Intermediary and the Collateral Administrator (unless one counsel shall not be able to represent such parties due to an actual or perceived conflict of interest, in which case one additional counsel for each party affected by such conflict), plus, if necessary, one additional local counsel, costs and expenses of Agent creating, perfecting, releasing or enforcing the Collateral Agent’s security interests in the Collateral, including filing and its Affiliatesrecording fees, expenses and taxes, stamp or documentary taxes, search fees, UCC filing fees, and the equivalent thereof in any foreign jurisdiction, and all other related fees and expenses in connection therewith, and in connection with the administration and any modification or amendment of this Agreement, the Notes or any other Facility Document and advising the Agents, the Document Custodian, the Securities Intermediary and the Collateral Administrator as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay on written demand all reasonable and documented out-of-pocket costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement (including the enforcement of this Section 12.04), the Notes or any other Facility Document, including all reasonable and documented out-of-pocket costs and expenses incurred by any Secured Party in connection with the preservation, collection, foreclosure or enforcement of the Collateral subject to the Facility Documents or any interest, right, power or remedy of any Secured Party or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all reasonable and documented fees and disbursements of counsel attorneys (excluding allocated costs and expenses for internal legal servicessubject to the limitations set forth in the first sentence of this clause (a)), in connection with accountants, auditors, consultants, appraisers and other professionals engaged by any amendmentsSecured Party. Without prejudice to its rights hereunder, modifications or waivers the expenses and the compensation for the services of the terms of any Loan Documents, and (iii) all costs and Secured Parties are intended to constitute expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel administration under any applicable insolvency Law. (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and b) The Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") againstmanagers of, and hold each of them harmless fromany Person controlling any of, the foregoing (each, an “Indemnified Party”) from and against any and all liabilitiesLiabilities that may be incurred by or asserted or awarded against any Indemnified Party (including reasonable and documented attorneys’ fees and expenses for each Indemnified Party and limited, obligationssolely in the case of Liabilities owing to the Administrative Agent in respect of attorney’s fees and expenses, to the reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each applicable jurisdiction), in each case arising out of or in connection with or by reason of the execution, delivery, enforcement (including the enforcement of this Section 12.04), performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby or the use of proceeds of any Advance (and regardless of whether or not any such transactions are consummated) and regardless of whether or not arising out of a suit, claim or other action brought by the Borrower, the Servicer, the Equityholder or any third party, except (A) to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party, any of its Affiliates or the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing or (B) in the case of any Indemnified Party other than the Collateral Agent, the Collateral Administrator, the Document Custodian and the Securities Intermediary (or their respective Affiliates, officers, directors, employees, agents, managers or controlling Persons), to the extent any such Liability results from a claim brought by the Borrower against an Indemnified Party for a material breach of such Indemnified Party’s obligations hereunder or under any other Facility Document, if the Borrower has obtained a final, non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of the Borrower’s equityholders or creditors, an Indemnified Party or any other Person, whether or not an Indemnified Party is otherwise a party hereto. The Borrower shall not, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is a party (or, in the case of a threatened proceeding, could reasonably have been expected to be a party if such proceeding had been brought) and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Party or (ii) includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding. This Section 12.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of etc. arising from any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 50non-Tax claim.

Costs and Expenses; Indemnification. Borrower agrees The Borrowers agree to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each of Holdings and Borrower hereby agrees . The Borrowers further agree to indemnify each the Administrative Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such person being an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to without limitation, all reasonable expenses of litigation or preparation therefor, whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrowers, upon demand by the Administrative Agent, the L/C Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer or such Lender for any legal or other expenses 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, including with respect to any investigation, litigation Loan or other proceeding relating to any Letter of Credit or the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductproceeds thereof. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each The obligations of the Indemnified Liabilities which is permissible Borrowers under applicable law. 50this Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of each Lender Party and the Collateral Agent and in connection with the enforcement of the Transaction Documents, whether in any of its Affiliatesaction, and suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all costs and expenses of a single counsel for all Lender Parties and the Collateral Agent with respect thereto). (b) The Borrower will indemnify and hold each Lender Party and its Affiliatesofficers, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officersaffiliates, employees, agentsattorneys and agents (each, counsel an “Indemnified Party”) harmless from and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, against any and all claims, liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoevercosts and expenses, including the without limitation, reasonable attorneys’ fees and disbursements of counsel to an Indemnified Person disbursements, other dispute resolution expenses (including, to the extent permitted herein, allocated costs including fees and expenses in preparation for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out a defense of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or proceeding) and costs of collection that arise out of or in connection with: (i) the issuance of any Letter of Credit, (ii) any payment or action taken or omitted to be taken in connection with any Letter of Credit (including any action or proceeding seeking (i) to restrain any drawing under such Letter of Credit, (ii) to compel or restrain the payment of any amount or the taking of any other proceeding relating action under such Letter of Credit, (iii) to compel or restrain the taking of any action under this Agreement, or (iv) to obtain similar relief (including by way of interpleader, declaratory judgment, attachment, or otherwise), regardless of who the foregoingprevailing party is in any such action or proceeding), (iii) the enforcement of this Agreement, irrespective or (iv) any act or omission, whether rightful or wrongful, of whether any present or future de jure or de facto government or governmental authority or any other cause beyond such Lender Party’s control, except to the Indemnified Person shall be designated extent such claim, liability, loss, damage, cost or expense is found in a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable final, non-appealable judgment by a court of competent jurisdiction to any Indemnified Person for any portion of such Indemnified Liabilities resulting have resulted from such Indemnified Person's Party’s gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 50.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand by Agent (i) the upon receipt of reasonably detailed invoices with respect thereto all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and any of the Trustee (in all its Affiliatescapacities, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), including as Custodian) in connection with the preparation, review, negotiation, preparationreproduction, execution and delivery of this Agreement and the Loan other Facility Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of one outside counsel and one local counsel in each relevant jurisdiction for each of the Administrative Agent and the Trustee (in all its capacities hereunder), UCC filing fees and all other related fees and expenses in connection therewith; and in connection with the administration and any waiver, consent, modification, amendment or similar agreement in respect of this Agreement, the Notes or any other Facility Document and advising the Administrative Agent and the Trustee (in all its capacities hereunder) as to an Indemnified Person (includingtheir respective rights, remedies and responsibilities. The Borrower agrees to the extent permitted herein, allocated promptly pay on demand all costs and expenses of each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including the reasonable and documented fees and disbursements of one outside counsel and one local counsel in each relevant jurisdiction for internal legal services)each of the Administrative Agent and the Trustee in connection therewith. (b) The Borrower agrees to indemnify and hold harmless each Secured Party and each of their Affiliates and the respective officers, which directors, employees, agents, managers of, and any Person controlling any of, the foregoing (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations, expenses, penalties, actions, suits, judgments and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel) that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated) (collectively, the “Liabilities”), including any such Liability that is incurred or arises out of or in connection with, or by reason of, any one or more of the following: (i) preparation for a defense of any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement, any other Facility Document, any Related Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower contained in any Facility Document; (iii) any representation or warranty made or deemed made by the Borrower contained in any Facility Document or in any certificate, including statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Secured Parties a first-priority perfected security interest in all of the Collateral free and clear of all Liens; (vi) any action or omission, not expressly authorized by the Facility Documents or otherwise permitted or required by the Facility Documents, by the Borrower or any Affiliate of the Borrower which has the effect of reducing or impairing the Collateral or the rights of the Administrative Agent, the Trustee or the Secured Parties with respect to thereto; (vii) any investigation, litigation Default or other proceeding relating to Event of Default and (viii) any failure of the foregoing, irrespective Concentration Account Bank to remit any amounts held in a Concentration Account pursuant to the instructions of whether the Indemnified Collateral Servicer or the Trustee (to the extent such Person shall be designated a party thereto (is entitled to give such instructions in accordance with the "Indemnified Liabilities"terms hereof and of the Intercreditor Agreement); provided that neither Holdings nor Borrower shall be liable except to the extent any Indemnified Person for any portion such Liability is found in a final, non-appealable judgment by a court of such Indemnified Liabilities resulting competent jurisdiction to have resulted primarily from such Indemnified Person's Party’s gross negligence or willful misconduct. If ; provided that any payment hereunder which relates to taxes, levies, imposes, deductions, charges and to the extent that the foregoing indemnification is for any reason held unenforceablewithholdings, each of Holdings and Borrower agrees to make the maximum contribution to the payment all liabilities (including penalties, interest and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 50expenses) with respect thereto, or additional sums described in Section 13.03, shall be covered by Section 13.03 and shall not be covered by this Section 13.04(b).

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents; (ii) all costs Documents and expenses of Agent the other instruments and its Affiliatesdocuments to be delivered hereunder or thereunder, and fees in connection with the transactions contemplated hereby or thereby, and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications consents hereunder or waivers of or amendments hereto or thereto, including the terms of any Loan Documents, and (iii) all costs fees and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements counsel for the Bank with respect to all of counsel the foregoing (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all costs and expenses (including court costs and attorneys’ fees), each if any, incurred or paid by the Bank or any other holder of Holdings and the Obligations in connection with any Default or Event of Default or in connection with the enforcement of this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder. The Borrower hereby further agrees to indemnify each Agent-Related Personthe Bank, each Lenderand any security trustee, any Affiliate thereof and their respective directors, officers, officers and employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to without limitation, all expenses of litigation or preparation therefor, whether or not the extent permitted herein, allocated costs and expenses for internal legal services), indemnified Person is a party thereto) which any of them may be imposed on, incurred by, pay or asserted against any Indemnified Person, in any way relating to or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any extension of credit made available hereunder, other than those which arise from the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductmisconduct of the party claiming indemnification. If and The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each gross negligence or willful misconduct of the Indemnified Liabilities which is permissible party to be indemnified. The obligations of the Borrower under applicable law. 50this Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of Agent the Agents, the Document Custodian, the Collateral Administrator and any the other Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of its Affiliatesthis Agreement and the other Facility Documents, and including the reasonable fees and disbursements of outside counsel for each of the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Document Custodian and the other Lenders, UCC filing fees and all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document; provided that the legal fees, charges and expenses of outside counsel to the Administrative Agent incurred prior to the Closing Date with respect to the foregoing shall not, in the aggregate, exceed $200,000. Further, the Borrower shall pay on demand (excluding allocated A) all reasonable and documented out-of-pocket costs and expenses for internal (including all reasonable fees, expenses and disbursements of outside legal services)counsel, auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Agents and the Lenders) incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable and documented out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent's security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums, and (C) after the occurrence of any Event of Default, all reasonable and documented out-of-pocket costs and expenses incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in connection with the negotiationpreservation, preparationcollection, execution and delivery foreclosure or enforcement of the Loan Documents; (ii) Collateral subject to the Facility Documents or any interest, right, power or remedy of the Agents and the Lenders or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all costs and expenses of Agent and its Affiliates, and reasonable fees and disbursements of outside attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Agents and the Lenders; provided that in each case, there shall be a single primary counsel to (excluding allocated costs i) the Collateral Agent, the Document Custodian and expenses for internal legal services)the Collateral Administrator and (ii) the Administrative Agent and the Lenders and a single local counsel to (i) the Collateral Agent, the Document Custodian and the Collateral Administrator and (ii) the Administrative Agent and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Agents and the Lenders, in connection with any amendments, modifications or waivers which case each such similarly conflicted group of Persons may retain its own counsel). The undertaking in this Section shall survive repayment of the terms Obligations, any foreclosure under, or modification, release or discharge of, any or all of any Loan the Related Documents, termination of this Agreement and (iii) all costs the resignation or replacement of the Collateral Agent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Collateral Agent are intended to constitute expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel administration under any applicable bankruptcy law. (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and b) The Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") againstmanagers of, and hold each of them harmless fromany Person controlling any of, the foregoing (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, (including the reasonable and documented fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which counsel) that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated) (collectively, the “Liabilities”), including any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement, any other Facility Document, any Related Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach of any covenant by the Borrower or the Collateral Manager contained in any Facility Document; (iii) any representation or warranty made or deemed made by the Borrower or the Collateral Manager contained in any Facility Document or in any certificate, including statement or report delivered in connection therewith is false or misleading; (iv) any failure by the Borrower or the Collateral Manager to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Collateral Agent (for the benefit of the Secured Parties) a perfected security interest in all of the Collateral free and clear of all Liens; (vi) any action or omission, not expressly authorized by the Facility Documents, by the Borrower or any Affiliate of the Borrower which has the effect of reducing or impairing the Collateral or the rights of the Agents or the Secured Parties with respect thereto; (vii) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any investigationCollateral, litigation whether at the time of any Advance or at any subsequent time; (viii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) of an Obligor to the payment with respect to any Collateral (including, without limitation, a defense based on any Collateral Loan (or the Related Documents evidencing such Collateral Loan) not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from any related property; (ix) the commingling of Collections on the Collateral at any time with other funds; (x) any failure by the Borrower to give reasonably equivalent value to the applicable seller, in consideration for the transfer by such seller to the Borrower of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xi) the failure of the Borrower, the Collateral Manager or any of their respective agents or representatives to remit to the Collection Account, within one Business Day of receipt, Collections on the Collateral Loans remitted to the Borrower, the Collateral Manager or any such agent or representative as provided in this Agreement; and (xii) any Default or Event of Default; provided, that (x) the Borrower shall not be liable (A) for any Liability or losses arising due to the deterioration in the credit quality or market value of the Collateral Loans or other proceeding relating Collateral hereunder to the extent that such credit quality or market value was not misrepresented in any material respect by the Borrower or any of its Affiliates or (B) to the foregoingextent any such Liability is found in a final, irrespective non-appealable judgment by a court of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable competent jurisdiction to any Indemnified Person for any portion of such Indemnified Liabilities resulting have resulted solely from such Indemnified Person's Party’s fraud, bad faith, gross negligence or willful misconduct. If and ; (C) to the extent any such Liability arises out of a claim or counterclaim brought by the Borrower or any of its Affiliates against an Indemnified Party for a material breach of such Indemnified Party’s obligations under this Agreement or any other Facility Document (which, in the case of any material breach with respect to the Indemnified Parties) arises as a result of its gross negligence, willful misconduct, fraud or bad faith), if the Borrower or such other Affiliate has obtained a final and non-appealable judgment in its favor on such claim or counterclaim as determined by a court of competent jurisdiction or (D) to the extent any such Liability arises from disputes solely between or among the Indemnified Parties not relating to or in connection with acts or omissions by the Borrower or any of its Affiliates and, with respect to the Collateral Agent, Collateral Administrator or Document Custodian, such disputes do not relate to this Agreement or other Facility Documents (it being understood that in the foregoing event of such dispute relating to or in connection with acts or omissions by the Borrower or any of its Subsidiaries or any of their respective Affiliates involving a claim or proceeding brought against the Administrative Agent or any of its Affiliates, directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, a “Related Party” and, in each case, acting in its capacity as such) by the other Indemnified Parties, the Administrative Agent or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this proviso) to the benefit of such indemnification) and (y) no Indemnified Party seeking indemnification hereunder shall, without the prior written consent of the Borrower (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party; provided, however that in no event will such Indemnified Party have any liability for any reason held unenforceablespecial, each exemplary, indirect, punitive or consequential damages in connection with or as a result of Holdings such Indemnified Party’s activities related to this Agreement or any Facility Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, further, this Section 16.04(b) shall not apply with respect to taxes, levies, imposts, deductions, charges and Borrower agrees to make the maximum contribution to the payment withholdings, and satisfaction all liabilities (including penalties, interest and expenses) with respect thereto, or additional sums described in Sections 2.09, 2.10 or 16.03, other than any taxes, levies, imposts, deductions, charges and withholdings that represent Liabilities arising from a claim under any Section of each of the Indemnified Liabilities which is permissible under applicable law. 50this Agreement other than Sections 2.09, 2.10 or 16.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent (excluding any and any of its Affiliatesall present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed, levied, collected, withheld or assessed) of the reasonable fees and disbursements of counsel to Administrative Agent (excluding allocated costs and expenses for internal legal services), in connection with the preparation, review, negotiation, preparationreproduction, execution execution, delivery, modification and delivery amendment of this Agreement and the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of other Transaction Documents to which the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoeveris a party, including the reasonable fees and disbursements of counsel for the Secured Parties with respect thereto and with respect to advising the Secured Parties, as to its rights, remedies and responsibilities under this Agreement and the other Transaction Documents to which the Borrower is a party, UCC filing fees, periodic auditing expenses incurred in connection with clauses (h) and (i) of Section 5.01 and all other related fees and expenses and (ii) after the occurrence and during the continuance of an Indemnified Person (includingEvent of Default, to the extent permitted herein, allocated all reasonable costs and expenses (excluding any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed, levied, collected, withheld or assessed) of the Secured Parties in connection with the enforcement of this Agreement and the other Transaction Documents to which the Borrower is a party including the reasonable fees and disbursements of counsel for internal legal servicesthe Secured Parties with respect thereto and with respect to advising the Secured Parties, as to their rights, remedies and responsibilities under this Agreement and the other Transaction Documents to which the Borrower is a party. (b) The Borrower agrees to indemnify and hold harmless each Secured Party and each of their Affiliates and the respective officers, directors, employees, agents, managers of, and any Person controlling any of, the foregoing (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations, expenses, penalties, actions, suits, judgments and disbursements of any kind or nature whatsoever, (including the reasonable fees and disbursements of counsel), which but excluding in all cases any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed levied, collected, withheld or assessed (collectively the “Liabilities”) that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any Loan Document or any other Transaction Document to which the Borrower is a party or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement or any other Transaction Document to which the Borrower is a party or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower contained in any Transaction Document to which the Borrower is a party; (iii) any representation or warranty made or deemed made by the Borrower contained in any Transaction Document to which the Borrower is a party or in any certificate, including statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Secured Parties a first priority perfected (subject to the Lien of the Custodian securing the Custodian’s Overdraft Advances to the extent permitted by Section 5.02(o) and other Permitted Liens) security interest in all of the Pledged Collateral; (vi) any action or omission, not expressly authorized by the Transaction Documents to which the Borrower is a party, by the Borrower which has the effect of reducing or impairing the Pledged Collateral or the rights of the Administrative Agent or the Secured Parties with respect to thereto; (vii) any investigation, litigation Default or other proceeding Event of Default relating to the Borrower; (viii) any claim that any Secured Party has assumed any obligation or liability of the foregoingBorrower under any Loan Document or otherwise; and (ix) any transactions related to the funding, irrespective carrying or repayment of whether the outstanding principal amount of the Advances in connection with the Transaction Documents to which the Borrower is a party; except to the extent any such Liability (A) is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person Party’s gross negligence, bad faith or willful misconduct, (B) arises solely by reason of any action or inaction by the Adviser, which action or inaction shall be designated occur other than at the express direction of the Board of Trustees of the Borrower or (C) results from a party thereto (claim brought by the "Borrower against an Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person Party for any portion breach of such Indemnified Liabilities resulting from such Party’s obligations hereunder or under any other Transaction Document. (c) For the avoidance of doubt, neither the payment of any Liability by the Borrower under Section 9.04(b) nor the terms of Section 9.04(b) shall be deemed to limit any right or cause of action the Borrower may have against any Indemnified Party or any other Person's gross negligence or willful misconduct. If and Without prejudice to the extent that survival of any other agreement of the foregoing indemnification is for any reason held unenforceableBorrower hereunder, each the agreements and obligations of Holdings the Borrower contained in this Section 9.04 shall survive the termination of this Agreement and Borrower agrees to make the maximum contribution to the payment in full of principal and satisfaction of each of Yield on the Indemnified Liabilities which is permissible under applicable law. 50Advances.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent (excluding any and any of its Affiliatesall present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed, levied, collected, withheld or assessed) of each of the Secured Parties, in connection with the preparation, review, negotiation, reproduction, execution, delivery, modification, amendment and enforcement of this Agreement and the other Program Documents to which the Borrower is a party, including, without limitation, the reasonable fees and disbursements of counsel for the Secured Parties with respect thereto and with respect to Agent (excluding allocated costs advising the Secured Parties, as to its rights, remedies and expenses for internal legal services)responsibilities under this Agreement and the other Program Documents to which the Borrower is a party, UCC filing fees, the fees of S&P, Moody’s or any other rating agency that rates the promissory notes of any Conduit Lender in connection with the negotiation, preparation, execution review and delivery evaluation of the Loan Documents; (ii) all costs and Facility, periodic auditing expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), incurred in connection with any amendments, modifications or waivers of the terms of any Loan Documents, clauses (h) and (iiii) of Section 5.01 and all costs and expenses of Agent, each Lender and their respective Affiliates, and other related fees and disbursements of counsel expenses. (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and b) The Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") againstmanagers of, and hold each of them harmless fromany Person controlling any of, the foregoing (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, including (including, without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal servicescounsel), which but excluding in all cases any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed levied, collected, withheld or assessed (collectively the “Liabilities”) that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any Loan Document or any other Program Document to which the Borrower is a party or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including, without limitation any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement or any other Program Document to which the Borrower is a party or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower contained in any Program Document to which the Borrower is a party; (iii) any representation or warranty made or deemed made by the Borrower contained in any Program Document to which the Borrower is a party or in any certificate, including statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Secured Parties a first priority perfected (subject to the Lien of the Custodian securing the Custodian’s Overdraft Advances to the extent permitted by Section 5.02(o) and other Permitted Liens) security interest in all of the Pledged Collateral; (vi) any action or omission, not expressly authorized by the Program Documents to which the Borrower is a party, by the Borrower which has the effect of reducing or impairing the Pledged Collateral or the rights of the Program Agent or the Secured Parties with respect to thereto; (vii) any investigation, litigation Default or other proceeding Event of Default relating to the Borrower; (viii) any claim that any Secured Party has assumed any obligation or liability of the foregoingBorrower under any Loan Document or otherwise; and (ix) any transactions related to the funding, irrespective carrying or repayment of whether the Indemnified Person shall be designated outstanding principal amount of the Advances in connection with the Program Documents to which the Borrower is a party thereto (party; except, in each case above, to the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to any Indemnified Person for any portion of such Indemnified Liabilities resulting have resulted from such Indemnified Person's Party’s gross negligence negligence, bad faith or willful misconduct. (c) For the avoidance of doubt, neither the payment of any Liability by the Borrower under Section 9.04(b) nor the terms of Section 9.04(b) shall be deemed to limit any right or cause of action the Borrower may have against any Indemnified Party or any Other Person. If and Without prejudice to the extent that survival of any other agreement of the foregoing indemnification is for any reason held unenforceableBorrower hereunder, each the agreements and obligations of Holdings the Borrower contained in this Section 9.04 shall survive the termination of this Agreement and Borrower agrees to make the maximum contribution to the payment in full of principal and satisfaction of each of Yield on the Indemnified Liabilities which is permissible under applicable law. 50Advances.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent (excluding allocated costs and expenses for internal legal servicesa single local counsel per jurisdiction necessary to the Administrative Agent), in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each of Holdings and . The Borrower hereby agrees to indemnify each pay to the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or all reasonable and documented out-of-pocket fees and disbursements of counsel for any kind such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or nature whatsoeverpreparation therefor, including whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit and any such claim, demand, or liability for any broker’s or finder’s fees alleged to have been incurred by the Borrower in connection herewith or therewith, other than (i) those which arise from the gross negligence, bad faith or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent in its capacity as such and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to an Indemnified Person (including, the foregoing) except to the extent permitted hereinthe same is due to the gross negligence, allocated costs and expenses for internal legal services), which may be imposed on, incurred bybad faith, or asserted willful misconduct of the party to be indemnified. To the extent permitted by applicable Legal Requirements, the Borrower and the Guarantors shall not assert, and each hereby waives, any claim against any Indemnified PersonIndemnitee, 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 way relating to agreement or arising out of any of the Loan Documentsinstrument contemplated hereby or thereby, the use transactions contemplated hereby or intended thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Loans parties under this Section 12.15 shall survive the termination of this Agreement. No Indemnitee referred to in subsection (b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (b) The Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to sxx for any claim for contribution against, each Indemnitee for any damages, loss or reasonable and documented out-of-pocket costs and expenses, including without limitation, response, remedial or removal costs and all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any Hazardous Material Activity at any of the Real Properties, (ii) the violation of any Environmental Law by AF REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any investigationReal Property, litigation (iii) any claim for personal injury or other proceeding relating property damage in connection with AF REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any Real Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by AF REIT, the Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct, bad faith or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns. (c) This Section 12.15 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. 50arising from any non-Tax claim.

Costs and Expenses; Indemnification. (a) The Borrower agrees to shall pay on demand by Agent (i) all reasonable and documented out of pocket expenses incurred by the Agent and its Affiliates (including the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliatesfees, and the reasonable fees charges and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal servicesthe Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, due diligence, negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with Documents or any amendments, modifications or waivers of the terms of any Loan Documents, and provisions hereof or thereof (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby or thereby shall be consummated); (ii) all reasonable out of pocket expenses incurred by the Issuers in connection with the issuance, each amendment, renewal or extension of Holdings any Letter of Credit or any demand for payment thereunder; and (iii) all out of pocket expenses incurred by the Agent, any Lender or any Issuer (including the fees, charges and disbursements of one counsel for the Agent, the Lenders and the Issuers in the aggregate (except to the extent that separate counsel would be required as the result of any conflict of interest), in connection with the enforcement or protection of their respective rights during the existence of any Default or Event of Default (A) in connection with this Agreement and the other Loan Documents, including their rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower hereby agrees to shall indemnify the Agent, each Agent-Related Person, each Joint Lead Arranger, each Lender, any Affiliate thereof each Issuer and their respective directors, officers, employees, agents, counsel and other advisors each of the Related Parties of such Person (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and related expenses or disbursements of any kind or nature whatsoever, (including the reasonable fees fees, charges and disbursements of one counsel to an Indemnified Person for all Indemnitees (including, except to the extent permitted herein, allocated costs and expenses for internal legal servicesthat separate counsel would be required as the result of any conflict of interest)), which may be imposed on, incurred by, by any Indemnitee or asserted against any Indemnified PersonIndemnitee by any third party or by the Borrower or any other Loan Party arising out of, or awarded against any Indemnitee, promptly following written demand therefor setting forth in reasonable detail a description of such claims, damages, losses, liabilities and expenses, in any way relating to or each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including the Transaction or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, ); (ii) any Loan or Letter of Credit or the use or intended proposed use of the proceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit but excluding, solely as between the Borrower and such Issuer and without affecting the liability of the Loans Borrower to any other Indemnitee, any action or omission for which such Issuer has agreed in writing it is not entitled to indemnification hereunder); (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Claim related in any way to the Borrower or any of its Subsidiaries; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) arise from disputes between Indemnitees not in the Indemnitees’ capacities as Joint Lead Arrangers or Agent, that does not arise or result from any act or omission by the Borrower or any Subsidiary thereof; (B) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; or (C) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of any claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) to which the indemnity in this Section applies, such indemnity shall be effective whether or not such Proceeding is brought by the Borrower, its equity holders or creditors, whether or not an Indemnitee is otherwise a party thereto and whether or not any aspect of the Transaction is consummated. The Borrower shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceeding against an Indemnitee in respect of which indemnity could have been sought under this Section 11.04(b) by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to any admission. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) to be paid by it to any Agent-Related Person or any Related Party of such Agent-Related Person, each Lender severally agrees to pay to such Agent-Related Person such Lender’s Total Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such, or against any Related Party acting for such Agent-Related Person in connection with such capacity. The obligations of the Lenders under this subsection (c) (i) are subject to the provisions of Section 2.16 and (ii) shall not in any way limit the obligations of the Borrower under this Section 11.04. (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by third parties of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, including with respect to any investigationother than for direct, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities actual damages resulting from such Indemnified Person's the gross negligence or willful misconductmisconduct of such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction. (e) The obligations in this Section shall survive payment of all other Obligations. If At the election of any Indemnitee, the Borrower shall defend such Indemnitee using legal counsel satisfactory to such Indemnitee in such Person’s sole discretion, at the sole cost and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each expense of the Indemnified Liabilities Borrower. All amounts owing under this Section shall be paid within 30 days after demand (which is permissible under demand shall be accompanied by a statement from the applicable law. 50Indemnitee setting forth such amounts in reasonable detail).

Costs and Expenses; Indemnification. (a) The Borrower agrees to shall pay on demand by Agent (i) all reasonable and documented out of pocket expenses incurred by the Agent and its Affiliates (including the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliatesfees, and the reasonable fees charges and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal servicesthe Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, due diligence, negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with Documents or any amendments, modifications or waivers of the terms of any Loan Documents, and provisions hereof or thereof (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby or thereby shall be consummated); (ii) all reasonable out of pocket expenses incurred by the Issuers in connection with the issuance, each amendment, renewal or extension of Holdings any Letter of Credit or any demand for payment thereunder; and (iii) all out of pocket expenses incurred by the Agent, any Lender or any Issuer (including the fees, charges and disbursements of one counsel for the Agent, the Lenders and the Issuers in the aggregate (except to the extent that separate counsel would be required as the result of any conflict of interest), in connection with the enforcement or protection of their respective rights during the existence of any Default or Event of Default (A) in connection with this Agreement and the other Loan Documents, including their rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. (b) The Borrower hereby agrees to shall indemnify the Agent, each Agent-Related Person, each Joint Lead Arranger, each Lender, any Affiliate thereof each Issuer and their respective directors, officers, employees, agents, counsel and other advisors each of the Related Parties of such Person (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and related expenses or disbursements of any kind or nature whatsoever, (including the reasonable fees fees, charges and disbursements of one counsel to an Indemnified Person for all Indemnitees (including, except to the extent permitted herein, allocated costs and expenses for internal legal servicesthat separate counsel would be required as the result of any conflict of interest)), which may be imposed on, incurred by, by any Indemnitee or asserted against any Indemnified PersonIndemnitee by any third party or by the Borrower or any other Loan Party arising out of, or awarded against any Indemnitee, promptly following written demand therefor setting forth in reasonable detail a description of such claims, damages, losses, liabilities and expenses, in any way relating to or each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, including the Transaction or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, ); (ii) any Loan or Letter of Credit or the use or intended proposed use of the proceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit but excluding, solely as between the Borrower and such Issuer and without affecting the liability of the Loans Borrower to any other Indemnitee, any action or omission for which such Issuer has agreed in writing it is not entitled to indemnification hereunder); (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Claim related in any way to the Borrower or any of its Subsidiaries; or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) arise from disputes between Indemnitees not in the Indemnitees’ capacities as Joint Lead Arrangers or Agent, that does not arise or result from any act or omission by the Borrower or any Subsidiary thereof; (B) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; or (C) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. In the case of any claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) to which the indemnity in this Section applies, such indemnity shall be effective whether or not such Proceeding is brought by the Borrower, its equity holders or creditors, whether or not an Indemnitee is otherwise a party thereto and whether or not any aspect of the Transaction is consummated. The Borrower shall not, without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceeding against an Indemnitee in respect of which indemnity could have been sought under this Section 11.04(b) by such Indemnitee unless such settlement (i) includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to any admission. (c) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) to be paid by it to any Agent-Related Person or any Related Party of such Agent-Related Person, each Lender severally agrees to pay to such Agent-Related Person such Xxxxxx’s Total Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such, or against any Related Party acting for such Agent-Related Person in connection with such capacity. The obligations of the Lenders under this subsection (c) (i) are subject to the provisions of Section 2.16 and (ii) shall not in any way limit the obligations of the Borrower under this Section 11.04. (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by third parties of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, including with respect to any investigationother than for direct, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities actual damages resulting from such Indemnified Person's the gross negligence or willful misconductmisconduct of such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction. (e) The obligations in this Section shall survive payment of all other Obligations. If At the election of any Indemnitee, the Borrower shall defend such Indemnitee using legal counsel satisfactory to such Indemnitee in such Person’s sole discretion, at the sole cost and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each expense of the Indemnified Liabilities Borrower. All amounts owing under this Section shall be paid within 30 days after demand (which is permissible under demand shall be accompanied by a statement from the applicable law. 50Indemnitee setting forth such amounts in reasonable detail).

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket and documented costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each of Holdings and . The Borrower hereby agrees to indemnify each pay to the Administrative Agent-Related Person, each Lender, and any Affiliate thereof other holder of any Obligations outstanding hereunder, all documented costs and expenses reasonably incurred or paid by the Administrative Agent, such Lender, or any such holder, including reasonable and documented attorneys’ fees and disbursements and court costs, in connection with any Unmatured Termination Event, Termination Event, Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable and documented fees and disbursements of counsel to an Indemnified Person (includingfor any such Indemnitee and all reasonable and documented expenses of litigation or preparation therefor, to whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent or a Lender at any time, shall reimburse the Administrative Agent or such Lender for any reasonable and documented legal or other expenses (including, without limitation, 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. To the extent permitted by applicable law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductproceeds thereof. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each The obligations of the Indemnified Liabilities which is permissible Borrower under applicable law. 50this Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Holdings Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each Agent-Related Person, the Administrative Agent each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (includingfor any such Indemnitee and all reasonable expenses of litigation or preparation therefor, to whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, or a Lender at any time, shall reimburse the Administrative Agent, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by Trade Street REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationenvironmental law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by Trade Street REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with Trade Street REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by Trade Street REIT, the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement for a period of five (5) years, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable law. 50Borrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (includingfor any such Indemnitee and all reasonable expenses of litigation or preparation therefor, to whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the Indemnitee. The Borrower hereby agrees to indemnify the Administrative Agent and the Lenders against, and agrees that it will hold the Administrative Agent and the Lenders harmless from, any claim, demand, or liability for any such broker’s or finder’s fees alleged to have been incurred in connection herewith and any expenses (including reasonable attorneys’ fees) arising in connection with any such claim, demand, or liability. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all reasonable fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationEnvironmental Law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable law. 50Borrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), FMB in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents; (ii) all costs Documents and expenses of Agent the other instruments and its Affiliatesdocuments to be delivered hereunder or thereunder, and fees in connection with the transactions contemplated hereby or thereby, and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications consents hereunder or waivers of or amendments hereto or thereto, including the terms of any Loan Documents, and (iii) all costs fees and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements counsel for FMB with respect to all of counsel the foregoing (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be are consummated). The Borrower further agrees to pay to FMB or any other holder of the Obligations all costs and expenses (including court costs and attorneys’ fees), each if any, incurred or paid by FMB or any other holder of Holdings and the Obligations in connection with any Default or Event of Default or in connection with the enforcement of this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder. The Borrower hereby further agrees to indemnify each Agent-Related PersonFMB, each Lenderand any security trustee, any Affiliate thereof and their respective directors, officers, officers and employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to without limitation, all expenses of litigation or preparation therefor, whether or not the extent permitted herein, allocated costs and expenses for internal legal services), indemnified Person is a party thereto) which any of them may be imposed on, incurred by, pay or asserted against any Indemnified Person, in any way relating to or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any extension of credit made available hereunder, other than those which arise from the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductmisconduct of the party claiming indemnification. If and The Borrower, upon demand by FMB at any time, shall reimburse FMB for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each gross negligence or willful misconduct of the Indemnified Liabilities which is permissible party to be indemnified. The obligations of the Borrower under applicable law. 50this Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (includingfor any such Indemnitee and all reasonable expenses of litigation or preparation therefor, to whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the Indemnitee. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationEnvironmental Law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable law. 50Borrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. Borrower agrees to (a) Pledgor shall pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent Pledgee actually incurred in connection with the administration of and in connection with the preservation of rights under, and enforcement of, and any renegotiation or restructuring of its Affiliatesthis Agreement and any amendment, and waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of counsel to Agent for Pledgee). (excluding allocated costs b) Pledgor shall pay and expenses for internal legal services)hold Pledgee harmless from and against any and all present and future stamp or documentary taxes or any other excise or property taxes, in connection with charges or similar levies which arise from any payment made hereunder or from the negotiationexecution, preparation, execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement registration of, or otherwise with respect to this Agreement and preservation of save Pledgee harmless from and against any rights and all liabilities with respect to or interests underresulting from any delay or omission to pay any such taxes, the Loan Documentscharges or levies; and indemnify, pay and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, defend Pledgee and each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Personits officers, each Lender, any Affiliate thereof and their respective directors, officersshareholders, employees, representatives, attorneys, agents, counsel successors and other advisors affiliates (each an "“Indemnified Person"Parties”) againstfrom, and hold each of them harmless from, against any and all losses, liabilities, obligations, lossessuits, penalties, judgments, claims, or damages, penaltiesand reasonable documented costs and expenses, actionsin each case, judgmentsincurred by or asserted against any Indemnified Party (whether or not any Indemnified Party is designated a party thereto) arising out of or by reason of this Agreement or any transaction contemplated hereby (including, suitswithout limitation, costsany investigation, expenses litigation or disbursements of any kind or nature whatsoeverother proceeding related to this Agreement), including including, without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against in connection with any Indemnified Person, in any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any such investigation, litigation or other proceeding relating proceeding; provided, that any documentation with respect to any of the foregoing, irrespective of whether the Indemnified Person attorney fees shall be designated a party thereto (limited to summary accounting data and shall not include any description or detail of work performed or communications taken. Notwithstanding anything in this Agreement to the "Indemnified Liabilities"); provided that neither Holdings nor Borrower contrary, Pledgor shall not be liable responsible to any Indemnified Person Party hereunder for any portion of such Indemnified Liabilities resulting costs, losses, damages, liabilities or expenses which result from such Indemnified Person's Party’s gross negligence or willful misconductmisconduct as finally determined in a non-appealable judicial proceeding by a court of competent jurisdiction (in which such Indemnified Party and Pledgee has had an opportunity to be heard). All indemnities set forth herein (and Borrowers’ obligations under this Section) shall survive the execution and delivery of this Agreement, the making and repayment of the Secured Obligations, and any termination of this Agreement. If and to the extent that the foregoing indemnification is obligations of the Pledgor under this Section are unenforceable for any reason held unenforceablereason, each of Holdings and Borrower the Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities such obligations which is permissible under applicable law. 50.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee and all reasonable expenses of litigation or preparation therefor, whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification, as determined in a final, non‑appealable judgment by a court of competent jurisdiction. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified, as determined in a final, non-appealable judgment by a court of competent jurisdiction. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement. Notwithstanding anything else provided herein or in any other Loan Document or otherwise and for the avoidance of doubt, no Indemnitee shall be liable for damages resulting from the use by unintended recipients of information or other materials obtained through electronic, telecommunications or other information transmission systems except to the extent such damages resulted primarily from the gross negligence or willful misconduct of such Indemnitee, as determined in a final, non-appealable judgment by a court of competent jurisdiction. (b) The Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to xxx for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by Whitestone REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any environmental law, whether federal, state, or local, and any regulations promulgated thereunder, by Whitestone REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with Whitestone REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by Whitestone REIT, the Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct or gross negligence of the relevant Indemnitee, as determined in a final, non‑appealable judgment by a court of competent jurisdiction. This indemnification shall survive the payment and satisfaction of all Obligations and the termination of this Agreement for a period of five (5) years, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Borrower and shall inure to the benefit of each Indemnitee and its successors and assigns. (c) To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by any of them to the Administrative Agent (or any sub‑agent thereof), the L/C Issuer, the Swingline Lender or any Related Party (and without limiting its obligation to do so) or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which may be whatsoever are imposed on, incurred by, or asserted against any Indemnified Personagainst, Administrative Agent, the L/C Issuer, the Swingline Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the L/C Issuer, the Swingline Lender or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s Percentage (determined as of the Loan Documents, time that the use applicable unreimbursed expense or intended use indemnity payment is sought based on each Lender’s share of the proceeds Total Credit Exposure at such time) of the Loans or the transactions contemplated hereby or thereby, such unpaid amount (including with any such unpaid amount in respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"claim asserted by such Lender); provided that neither Holdings nor Borrower with respect to such unpaid amounts owed to the L/C Issuer or the Swingline Lender solely in its capacity as such, only the Lenders party to the Revolving Credit shall be liable required to any Indemnified Person for any portion pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ pro rata share (determined as of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent time that the foregoing indemnification applicable unreimbursed expense or indemnity payment is for any reason held unenforceable, sought based on each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each such Lender’s share of the Indemnified Liabilities which is permissible Revolving Credit Exposure at such time); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub‑agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The Lenders’ obligations under applicable law. 50this Section shall survive the termination of the Loan Documents and payment of the obligations hereunder.

Costs and Expenses; Indemnification. Borrower agrees (a) The Borrowers agree to pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of Agent and any of its Affiliates, the Agents and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), Lenders taken as a whole in connection with the negotiation, preparation, execution due diligence, execution, syndication, delivery, administration, amendment, modification, waiver and delivery enforcement of this Agreement and the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any other Loan Documents, and (iii) all costs and expenses of Agentincluding, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Defaultwithout limitation, the enforcement or attempted enforcement of, reasonable and preservation of any rights or interests under, the Loan Documents, and any documented out-of-court workout pocket fees and expenses of counsel for the Agents with respect thereto and with respect to advising the Agents as to their respective rights and responsibilities under this Agreement, limited, in the case of legal counsel, to one counsel to the Agents and the Lenders taken as a whole, and to the extent reasonably necessary, one local counsel in each relevant material jurisdiction, and in the case of any actual or perceived conflict of interest, after receipt of Holdings’ consent (which consent shall not be unreasonably withheld, delayed or conditioned), one additional counsel and, if necessary, one additional local counsel in each relevant material jurisdiction. The foregoing shall not be construed to limit any other refinancing or restructuring provisions of this Agreement, the Notes, or any bankruptcy or insolvency case or proceeding. In addition, whether or not other Loan Documents regarding costs and expenses to be paid by the transactions contemplated hereby shall be consummatedBorrowers. (b) Without duplication of sums owing under Section 15.4(a) above, each of Holdings and Borrower hereby agrees to shall indemnify each Agent-Related Personof the Lender Parties, each Lender, any Affiliate thereof their respective Affiliates and their the respective directors, officers, employees, agents, counsel agents and other advisors of such Lender Party and its Affiliates (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoeverliabilities and related expenses, including the reasonable fees and documented out-of-pocket fees, charges and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed onany Indemnitee, incurred by, by or asserted against any Indemnified PersonIndemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any way relating to Loan Document or arising out of any other agreement or instrument contemplated hereby, the performance by any of the Lincoln Parties party to the Loan DocumentsDocuments of their respective obligations thereunder or the consummation of the transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use or intended use of the proceeds therefrom (including any refusal by the Letter of Credit Issuer to honor a demand for payment under a Letter of Credit if the Loans documents presented in connection with such demand do not comply with the terms of such Letter of Credit), (iii) any actual or the transactions contemplated hereby alleged presence or therebyrelease of Hazardous Materials on or from any property currently or formerly owned or operated by any Borrower or any Subsidiary giving rise to liability of any Borrower or any Subsidiary under any applicable Environmental Law, including with respect to or (iv) any investigationactual or prospective claim, litigation litigation, investigation or other proceeding relating to any of the foregoing, irrespective whether based on contract, tort or any other theory and regardless of whether the Indemnified Person shall be designated any Indemnitee is a party thereto (the "Indemnified Liabilities")thereto; provided that neither Holdings nor Borrower (I) such indemnity shall not be liable available to any Indemnified Person for any portion Indemnitee to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of such Indemnified Liabilities resulting competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Person's Indemnitee’s bad faith, gross negligence or willful misconduct. If , (B) arise out of an Indemnitee’s material breach of the obligations of such Indemnitee under this Agreement or any other Loan Document or (C) arise from a dispute solely among Indemnitees (other than any claim against an Indemnity in its capacity as an Agent hereunder); (II) such indemnity shall not be available to any Indemnitee for losses, claims, damages, liabilities or related expenses arising out of a proceeding in which such Indemnitee and any Borrower are adverse parties to the extent that any Borrower prevails on the foregoing indemnification merits, as determined by a court of competent jurisdiction (it being understood that nothing in this Agreement shall preclude a claim or suit by such Borrower against any Indemnitee for such Indemnitee’s failure to perform any of its obligations to such Borrower under the Loan Documents); (III) the Borrowers shall not be liable for the fees and expenses of more than one law firm at any one time for the Indemnitees taken as a whole (which law firm (or, if applicable, law firms) shall be selected (A) by mutual agreement of the Majority Lenders (or, if applicable, such respective interested Indemnitees) and the Borrowers or (B) if no such agreement has been reached following the Lenders’ (or, if applicable, such interested Indemnitees) good faith consultation with the Borrowers with respect thereto, by the Majority Lenders (or, if applicable, such respective interested Indemnitees) in their sole discretion) and, to the extent reasonably necessary, one local counsel in each relevant material jurisdiction, and in the case of any actual or perceived conflict of interest after receipt of Holdings’ prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), one additional counsel, and, if necessary, one additional local counsel in each relevant material jurisdiction; (IV) each Indemnitee shall give such Borrower (A) prompt notice of any such action brought against such Indemnitee in connection with a claim for which it is entitled to indemnity under this Section and (B) an opportunity to consult from time to time with such Indemnitee regarding defensive measures and potential settlement; (V) the Borrowers shall not be obligated to pay the amount of any settlement entered into without their written consent (which consent shall not be unreasonably withheld); and (VI) such indemnity shall not be available to any Indemnitee for any reason held unenforceablelosses, claims, damages, liabilities or related expenses arising from any conditions or circumstances caused following foreclosure by any Indemnitee or following any Indemnitee having become the successor-in-interest to any Borrower. (c) To the extent that any Borrower fails to pay any amount required to be paid by it to the Lead Agent, the Swingline Loan Lender or the Letter of Credit Issuer under subsection (a) or (b) of this Section, each of Holdings and Borrower Lender severally agrees to make the maximum contribution pay to the payment and satisfaction Lead Agent, the Swingline Loan Lender or the Letter of each Credit Issuer, as the case may be, such Xxxxxx’s Ratable Share (determined as of the Indemnified Liabilities which time that the applicable unreimbursed expense or indemnity payment is permissible under sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Lead Agent, the Swingline Loan Lender or the Letter of Credit Issuer in its capacity as such. (d) To the extent permitted by applicable law. 50, each Borrower 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 any agreement or instrument contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereof. (e) All amounts payable under this Section shall be due within ten (10) Banking Days after written demand therefor.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket all costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent and each Lender, each and any other holder of Holdings any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (includingfor any such Indemnitee and all reasonable expenses of litigation or preparation therefor, to whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification as determined by a court of competent jurisdiction by final and nonappealable judgment. The Borrower, upon demand by the Administrative Agent or a Lender at any time, shall reimburse the Administrative Agent or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent permitted by applicable law, the Borrower shall not assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductproceeds thereof. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each The obligations of the Indemnified Liabilities which is permissible Borrower under applicable law. 50this Section 13.14 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable all out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent, and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (includingfor any such Indemnitee and all reasonable expenses of litigation or preparation therefor, to whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, or a Lender at any time, shall reimburse the Administrative Agent or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductproceeds thereof. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each The obligations of the Indemnified Liabilities which is permissible Borrower under applicable law. 50this Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of Agent the Agents, the Document Custodian, the Collateral Administrator and any the other Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of its Affiliatesthis Agreement and the other Facility Documents, and including the reasonable fees and disbursements of outside counsel for each of the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Document Custodian and the other Lenders, UCC filing fees and all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document; provided that the legal fees, charges and expenses of outside counsel to the Administrative Agent incurred prior to the Closing Date with respect to the foregoing shall not, in the aggregate, exceed $200,000. Further, the Borrower shall pay on demand (excluding allocated A) all reasonable and documented out-of-pocket costs and expenses for internal (including all reasonable fees, expenses and disbursements of outside legal services)counsel, auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Agents and the Lenders) incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable and documented out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent's security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums, and (C) after the occurrence of any Event of Default, all reasonable and documented out-of-pocket costs and expenses incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in connection with the negotiationpreservation, preparationcollection, execution and delivery foreclosure or enforcement of the Loan Documents; (ii) Collateral subject to the Facility Documents or any interest, right, power or remedy of the Agents and the Lenders or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all costs and expenses of Agent and its Affiliates, and reasonable fees and disbursements of outside attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Agents and the Lenders; provided that in each case, there shall be a single primary counsel to (excluding allocated costs i) the Collateral Agent, the Document Custodian and expenses for internal legal services)the Collateral Administrator and (ii) the Administrative Agent and the Lenders and a single local counsel to (i) the Collateral Agent, the Document Custodian and the Collateral Administrator and (ii) the Administrative Agent and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Agents and the Lenders, in connection with any amendments, modifications or waivers which case each such similarly conflicted group of Persons may retain its own counsel). The undertaking in this Section shall survive repayment of the terms Obligations, any foreclosure under, or modification, release or discharge of, any or all of any Loan the Related Documents, termination of this Agreement and (iii) all costs the resignation or replacement of the Collateral Agent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Collateral Agent are intended to constitute expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel administration under any applicable bankruptcy law. (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and b) The Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") againstmanagers of, and hold each of them harmless fromany Person controlling any of, the foregoing (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, (including the reasonable and documented fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which counsel) that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated) (collectively, the “Liabilities”), including any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement, any other Facility Document, any Related Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach of any covenant by the Borrower or the Collateral Manager contained in any Facility Document; (iii) any representation or warranty made or deemed made by the Borrower or the Collateral Manager contained in any Facility Document or in any certificate, including statement or report delivered in connection therewith is false or misleading; (iv) any failure by the Borrower or the Collateral Manager to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Collateral Agent (for the benefit of the Secured Parties) a perfected security interest in all of the Collateral free and clear of all Liens; (vi) any action or omission, not expressly authorized by the Facility Documents, by the Borrower or any Affiliate of the Borrower which has the effect of reducing or impairing the Collateral or the rights of the Agents or the Secured Parties with respect thereto; (vii) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any investigationCollateral, litigation whether at the time of any Advance or at any subsequent time; (viii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) of an Obligor to the payment with respect to any Collateral (including, without limitation, a defense based on any Collateral Loan (or the Related Documents evidencing such Collateral Loan) not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from any related property; (ix) the commingling of Collections on the Collateral at any time with other funds; (x) any failure by the Borrower to give reasonably equivalent value to the applicable seller, in consideration for the transfer by such seller to the Borrower of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xi) the failure of the Borrower, the Collateral Manager or any of their respective agents or representatives to remit to the Collection Account, within one Business Day of receipt, Collections on the Collateral Loans remitted to the Borrower, the Collateral Manager or any such agent or representative as provided in this Agreement; and (xii) any Default or Event of Default; provided, that (x) the Borrower shall not be liable (A) for any Liability or losses arising due to the deterioration in the credit quality or market value of the Collateral Loans or other proceeding relating Collateral hereunder to the extent that such credit quality or market value was not misrepresented in any material respect by the Borrower or any of its Affiliates or (B) to the foregoingextent any such Liability is found in a final, irrespective non-appealable judgment by a court of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable competent jurisdiction to any Indemnified Person for any portion of such Indemnified Liabilities resulting have resulted solely from such Indemnified Person's Party’s fraud, bad faith, gross negligence or willful misconduct. If and ; (C) to the extent any such Liability arises out of a claim or counterclaim brought by the Borrower or any of its Affiliates against an Indemnified Party for a material breach of such Indemnified Party’s obligations under this Agreement or any other Facility Document (which, in the case of any material breach with respect to the Collateral Agent, Collateral Administrator or Document Custodian (the “Collateral AgentIndemnified Parties”) arises as a result of its gross negligence, willful misconduct, fraud or bad faith), if the Borrower or such other Affiliate has obtained a final and non-appealable judgment in its favor on such claim or counterclaim as determined by a court of competent jurisdiction or (D) to the extent any such Liability arises from disputes solely between or among the Indemnified Parties not relating to or in connection with acts or omissions by the Borrower or any of its Affiliates and, with respect to the Collateral Agent Parties, Collateral Administrator or Document Custodian, such disputes do not relate to this Agreement or other Facility Documents (it being understood that in the foregoing event of such dispute relating to or in connection with acts or omissions by the Borrower or any of its Subsidiaries or any of their respective Affiliates involving a claim or proceeding brought against the Administrative Agent or any of its Affiliates, directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, a “Related Party” and, in each case, acting in its capacity as such) by the other Indemnified Parties, the Administrative Agent or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this proviso) to the benefit of such indemnification) and (y) no Indemnified Party seeking indemnification hereunder shall, without the prior written consent of the Borrower (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party; provided, however that in no event will such Indemnified Party have any liability for any reason held unenforceablespecial, each exemplary, indirect, punitive or consequential damages in connection with or as a result of Holdings such Indemnified Party’s activities related to this Agreement or any Facility Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, further, this Section 16.04(b) shall not apply with respect to taxes, levies, imposts, deductions, charges and Borrower agrees to make the maximum contribution to the payment withholdings, and satisfaction all liabilities (including penalties, interest and expenses) with respect thereto, or additional sums described in Sections 2.09, 2.10 or 16.03, other than any taxes, levies, imposts, deductions, charges and withholdings that represent Liabilities arising from a claim under any Section of each of the Indemnified Liabilities which is permissible under applicable law. 50this Agreement other than Sections 2.09, 2.10 or 16.03.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of Agent the Agents, the Document Custodian, the Collateral Administrator and any the other Lenders in connection with the preparation, review, negotiation, reproduction, execution and delivery of its Affiliatesthis Agreement and the other Facility Documents, and including the reasonable fees and disbursements of outside counsel for each of the Administrative Agent, the Collateral Agent, the Collateral Administrator, the Document Custodian and the other Lenders, UCC filing fees and all other related fees and expenses in connection therewith; and in connection with any modification or amendment of this Agreement or any other Facility Document; provided that the legal fees, charges and expenses of outside counsel to the Administrative Agent incurred prior to the Closing Date with respect to the foregoing shall not, in the aggregate, exceed $200,000. Further, the Borrower shall pay on demand (excluding allocated A) all reasonable and documented out-of-pocket costs and expenses for internal (including all reasonable fees, expenses and disbursements of outside legal services)counsel, auditors, accountants, consultants or appraisers or other professional advisors and agents engaged by the Agents and the Lenders) incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in the preparation, execution, delivery, filing, recordation, administration, performance or enforcement of this Agreement or any other Facility Document or any consent, amendment, waiver or other modification relating thereto, (B) all reasonable and documented out-of-pocket costs and expenses of creating, perfecting, releasing or enforcing the Collateral Agent's security interests in the Collateral, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, and title insurance premiums, and (C) after the occurrence of any Event of Default, all reasonable and documented out-of-pocket costs and expenses incurred by the Agents, the Document Custodian, the Collateral Administrator and the Lenders in connection with the negotiationpreservation, preparationcollection, execution and delivery foreclosure or enforcement of the Loan Documents; (ii) Collateral subject to the Facility Documents or any interest, right, power or remedy of the Agents and the Lenders or in connection with the collection or enforcement of any of the Obligations or the proof, protection, administration or resolution of any claim based upon the Obligations in any insolvency proceeding, including all costs and expenses of Agent and its Affiliates, and reasonable fees and disbursements of outside attorneys, accountants, auditors, consultants, appraisers and other professionals engaged by the Agents and the Lenders; provided that in each case, there shall be a single primary counsel to (excluding allocated costs i) the Collateral Agent, the Document Custodian and expenses for internal legal services)the Collateral Administrator and (ii) the Administrative Agent and the Lenders and a single local counsel to (i) the Collateral Agent, the Document Custodian and the Collateral Administrator and (ii) the Administrative Agent and the Lenders in each relevant jurisdiction (unless there is an actual or perceived conflict of interest or the availability of different claims or defenses among the Agents and the Lenders, in connection with any amendments, modifications or waivers which case each such similarly conflicted group of Persons may retain its own counsel). The undertaking in this Section shall survive repayment of the terms Obligations, any foreclosure under, or modification, release or discharge of, any or all of any Loan the Related Documents, termination of this Agreement and (iii) all costs the resignation or replacement of the Collateral Agent. Without prejudice to its rights hereunder, the expenses and the compensation for the services of the Collateral Agent are intended to constitute expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel administration under any applicable bankruptcy law. (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and b) The Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") againstmanagers of, and hold each of them harmless fromany Person controlling any of, the foregoing (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, (including the reasonable and documented fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which counsel) that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document, any Related Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated) (collectively, the “Liabilities”), including any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement, any other Facility Document, any Related Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach of any covenant by the Borrower or the Collateral Manager contained in any Facility Document; (iii) any representation or warranty made or deemed made by the Borrower or the Collateral Manager contained in any Facility Document or in any certificate, including statement or report delivered in connection therewith is false or misleading; (iv) any failure by the Borrower or the Collateral Manager to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Collateral Agent (for the benefit of the Secured Parties) a perfected security interest in all of the Collateral free and clear of all Liens; (vi) any action or omission, not expressly authorized by the Facility Documents, by the Borrower or any Affiliate of the Borrower which has the effect of reducing or impairing the Collateral or the rights of the Agents or the Secured Parties with respect thereto; (vii) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any investigationCollateral, litigation whether at the time of any Advance or at any subsequent time; (viii) any dispute, claim, offset or defense (other than the discharge in bankruptcy of an Obligor) of an Obligor to the payment with respect to any Collateral (including, without limitation, a defense based on any Collateral Loan (or the Related Documents evidencing such Collateral Loan) not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from any related property; (ix) the commingling of Collections on the Collateral at any time with other funds; (x) any failure by the Borrower to give reasonably equivalent value to the applicable seller, in consideration for the transfer by such seller to the Borrower of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; (xi) the failure of the Borrower, the Collateral Manager or any of their respective agents or representatives to remit to the Collection Account, within one Business Day of receipt, Collections on the Collateral Loans remitted to the Borrower, the Collateral Manager or any such agent or representative as provided in this Agreement; and (xii) any Default or Event of Default; provided, that (x) the Borrower shall not be liable (A) for any Liability or losses arising due to the deterioration in the credit quality or market value of the Collateral Loans or other proceeding relating Collateral hereunder to the extent that such credit quality or market value was not misrepresented in any material respect by the Borrower or any of its Affiliates or (B) to the foregoingextent any such Liability is found in a final, irrespective non-appealable judgment by a court of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable competent jurisdiction to any Indemnified Person for any portion of such Indemnified Liabilities resulting have resulted solely from such Indemnified Person's Party’s fraud, bad faith, gross negligence or willful misconduct. If and ; (C) to the extent any such Liability arises out of a claim or counterclaim brought by the Borrower or any of its Affiliates against an Indemnified Party for a material breach of such Indemnified Party’s obligations under this Agreement or any other Facility Document (which, in the case of any material breach with respect to the Collateral Agent, Collateral Administrator or CollateralDocument Custodian (the “Collateral Agent Parties”) arises as a result of its gross negligence, willful misconduct, fraud or bad faith), if the Borrower or such other Affiliate has obtained a final and non-appealable judgment in its favor on such claim or counterclaim as determined by a court of competent jurisdiction or (D) to the extent any such Liability arises from disputes solely between or among the Indemnified Parties not relating to or in connection with acts or omissions by the Borrower or any of its Affiliates and, with respect to the Collateral Agent Parties, such disputes do not relate to this Agreement or other Facility Documents (it being understood that in the foregoing event of such dispute relating to or in connection with acts or omissions by the Borrower or any of its Subsidiaries or any of their respective Affiliates involving a claim or proceeding brought against the Administrative Agent or any of its Affiliates, directors, officers, employees, partners, representatives, advisors and agents and each of their respective heirs, successors and assigns (each, a “Related Party” and, in each case, acting in its capacity as such) by the other Indemnified Parties, the Administrative Agent or such Related Party, as applicable, shall be entitled (subject to the other limitations and exceptions set forth in this proviso) to the benefit of such indemnification) and (y) no Indemnified Party seeking indemnification hereunder shall, without the prior written consent of the Borrower (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party; provided, however that in no event will such Indemnified Party have any liability for any reason held unenforceablespecial, each exemplary, indirect, punitive or consequential damages in connection with or as a result of Holdings such Indemnified Party’s activities related to this Agreement or any Facility Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, further, this Section 16.04(b) shall not apply with respect to taxes, levies, imposts, deductions, charges and Borrower agrees to make the maximum contribution to the payment withholdings, and satisfaction all liabilities (including penalties, interest and expenses) with respect thereto, or additional sums described in Sections 2.09, 2.10 or 16.03, other than any taxes, levies, imposts, deductions, charges and withholdings that represent Liabilities arising from a claim under any Section of each of the Indemnified Liabilities which is permissible under applicable law. 50this Agreement other than Sections 2.09, 2.10 or 16.03.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by (a) all reasonable costs and expenses of the Agent in connection with the preparation, printing, execution, delivery and administration of this Agreement, the Notes and the other instruments and documents to be delivered hereunder (i) including the reasonable fees and out-of pocket expenses of the Agent's counsel with respect thereto; all reasonable fees and expenses relating to any special audit or audits, investigations, examinations, or the like, of the finances or operations of the Borrower, conducted by the Agent's representatives), (b) all reasonable costs and expenses, if any, of the Banks in connection with the enforcement against the Borrower of this Agreement, the Notes and the other instruments and documents to be delivered hereunder (including the reasonable fees and out-of-pocket costs and expenses of legal counsel with respect thereto) and (c) all reasonable costs, expenses and fees of the Agent in connection with any amendment, renegotiation or extension of this Agreement. The Borrower agrees to indemnify the Agent and the Banks, and their directors, officers, employees and agents from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses incurred by any of its Affiliatesthem arising out of or by reason of any investigation or litigation or other proceedings (including any threatened investigation or litigation or other proceedings) relating to the Loan Documents or transactions contemplated by any of the Loan Documents, and including any actual or proposed use by the Borrower of the proceeds of the Loans, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), incurred in connection with any amendmentssuch investigation or litigation or other proceedings (but excluding any such losses, modifications liabilities, claims, damages or waivers expenses incurred by reason of the terms gross negligence or willful misconduct of any Loan Documents, the Person to be indemnified). The obligations of the Borrower under this Section 11.06 shall survive the repayment in full of the Notes and (iii) the Obligations and all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), amounts due under or in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of any of the Loan Documents, Documents and the use or intended use termination of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 50Commitment.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand all costs and expenses of each of the Agent, CRC and Citibank in connection with the preparation, review, negotiation, reproduction, execution, delivery, administration, modification and amendment of this Agreement, the Advance Notes or any other Program Document, including, without limitation, the reasonable fees and disbursements of counsel for the Agent, CRC and Citibank with respect thereto and with respect to advising the Agent, CRC and Citibank as to its rights, remedies and responsibilities under this Agreement and the other Program Documents, UCC filing fees and any periodic auditing expenses; PROVIDED, HOWEVER, that, with respect to the fees of counsel to the Agent, CRC and Citibank in connection with services rendered by Agent (i) such counsel on or prior to the Closing Date, the Borrower shall only be responsible for such counsel fees to the extent such fees do not exceed $75,000 plus all reasonable out-of-pocket costs and expenses. The Borrower further agrees to pay on demand all costs and expenses of Agent and any of its Affiliatesthe Secured Parties (including, and without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal servicescounsel), in connection with the negotiationenforcement (whether through negotiations, preparation, execution and delivery legal proceedings or otherwise) of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Defaultthis Agreement, the enforcement or attempted enforcement of, Advance Notes and preservation of any rights or interests under, the Loan other Program Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and . (b) The Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of the foregoing (each each, an "Indemnified PersonParty") against, from and hold each of them harmless from, against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, including (including, without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person counsel) (including, to collectively the extent permitted herein, allocated costs and expenses for internal legal services), which "Liabilities") that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement or any other Program Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including, without limitation any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement or any other Program Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower or the Custodian contained in any Program Document; (iii) any representation or warranty made or deemed made by the Borrower or the Custodian contained in any Program Document or in any certificate, including statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower or the Custodian to comply with respect any Applicable Law or contractual obligation binding upon it; (v) any failure to vest in the Secured Parties a first priority perfected security interest in all of the Assigned Collateral; (vi) any investigationaction or omission, litigation not expressly authorized by the Program Documents, by the Borrower, the Adviser or other proceeding relating to the Custodian, which has the effect of reducing or impairing the Assigned Collateral, any of the foregoingRelated Security or the rights of the Agent or the Secured Parties with respect thereto; (vii) any Default or Event of Default; and (viii) any transactions related to the funding, irrespective carrying or repayment of whether the Indemnified Person shall be designated outstanding principal amount of the Advances in connection with the Program Documents; EXCEPT to the extent any such Liability is found in a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable final, non-appealable judgment by a court of competent jurisdiction to any Indemnified Person for any portion of such Indemnified Liabilities resulting have resulted from such Indemnified PersonParty's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 50.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay promptly pay, as an Administrative Expense, no later than the next Payment Date that occurs at least 15 Business Days (or, if earlier, on the next date that a Permitted Distribution occurs) after written demand by Agent (i) the is made therefor all reasonable and documented out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), Agents in connection with the negotiationadministration and any waiver, preparationconsent, execution modification, amendment or similar agreement in respect of this Agreement, the Notes or any other Facility Document and delivery of advising the Loan Documents; Agents as to their respective rights, remedies and responsibilities. The Borrower agrees to promptly pay, as an Administrative Expense, no later than the next Payment Date following at least fifteen (ii15) Business Days prior written demand therefor (or, if earlier, on the next date that a Permitted Distribution occurs after written demand therefor), all costs and expenses of Agent each of the Secured Parties in connection with the enforcement of this Agreement, the Notes or any other Facility Document, including the reasonable and its Affiliates, and documented fees and disbursements of one outside counsel (excluding allocated costs and expenses one local counsel in each relevant jurisdiction for internal legal services), each of the Facility Agent and the Collateral Agent in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and therewith. (iiib) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and The Borrower hereby agrees to indemnify each Agent-Related Personand hold harmless, as an Administrative Expense, each LenderSecured Party and each of their Affiliates and the respective officers, any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") againstmanagers of, and hold each of them harmless fromany Person controlling any of, the foregoing (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, obligations, expenses, penalties, actions, suits, judgments and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel, which shall be in any case limited to one (1) firm of attorneys (and any required local counsel) to all Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, an additional counsel to all such similarly situated affected parties)) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any other Facility Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated) (collectively, the “Liabilities”), including any such Liability that is incurred or arises out of or in connection with, or by reason of, any one or more of the following: (i) subject to Section 12.04(c), preparation for a defense of any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement, any other Facility Document or any of the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower contained in any Facility Document; (iii) any representation or warranty made or deemed made by the Borrower contained in any Facility Document or in any certificate, statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Secured Parties a first-priority perfected security interest in all of the Collateral free and clear of all Liens, other than Permitted Liens; and (vi) any Default or Event of Default; except to the extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from any such Indemnified Party’s own gross negligence, fraud or willful misconduct (and in such case such Indemnified Party shall repay the Borrower the amount of any amounts previously reimbursed by the Borrower pursuant to this Section 12.04(b) to such Indemnified Party and, to the extent not repaid by any of them, such Indemnified Party’s related Indemnified Parties shall repay such amounts). Notwithstanding the foregoing, the Borrower shall not be liable under this Section 12.04(b) for any special, punitive or consequential damages except in each case in connection with a claim, suit or proceeding filed or made against an Indemnified Person by a person who is not a party to this Agreement nor an Affiliate of a party to this Agreement to the extent otherwise indemnified therefor pursuant to this Section 12.04(b). This Section 12.04 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, penaltiesetc. arising from any non-Tax claim. (c) In the event that an Indemnified Party becomes involved in any action, actionsclaim, judgmentsor legal, suitsgovernmental or administrative proceeding (an “Action”) for which it seeks indemnification hereunder, coststhe Indemnified Party shall promptly notify the other party or parties against whom it seeks indemnification (the “Indemnifying Party”) in writing of the nature and particulars of the Action. Upon written notice to the Indemnified Party acknowledging in writing that the indemnification provided hereunder applies to the Indemnified Party in connection with the Action, the Indemnifying Party may assume the defense of the Action at its expense with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to retain separate counsel in connection with the Action, and the Indemnifying Party shall not be liable for the legal fees and expenses of the Indemnified Party after the Indemnified Party has done so; provided, that if the Indemnified Party shall have been advised in writing by counsel that under prevailing ethical standards there may be a conflict between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such Action, or disbursements the Indemnified Party determines that the Indemnifying Party is not conducting the defense of any kind or nature whatsoeverthe Action in a manner reasonably protective of the interests of the Indemnified Party, including the reasonable and documented out-of-pocket outside legal fees and disbursements expenses of the Indemnified Party shall be paid by the Indemnifying Party; provided, further, that the Indemnifying Party shall not, in connection with any one Action or separate but substantially similar or related Actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees or expenses of more than one separate firm of attorneys (and any required local counsel) for all Indemnified Parties, taken as a whole (and, in the case of an actual or perceived conflict of interest, an additional counsel to an all such similarly situated affected Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal servicesParties), which may firm (and local counsel, if any) shall be imposed on, incurred by, or asserted against any designated in writing to the Indemnifying Party by the Indemnified Person, in any way relating Party. If the Indemnifying Party elects to or arising out of any assume the defense of the Loan DocumentsAction, it shall have full control over the use conduct of such defense; provided, that the Indemnifying Party and its counsel shall, as reasonably requested by the Indemnified Party or intended use of the proceeds of the Loans or the transactions contemplated hereby or therebyits counsel, including consult with and keep them informed with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion conduct of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductdefense. If and to The Indemnifying Party shall not settle an Action without the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each prior written approval of the Indemnified Liabilities Party unless such settlement provides for the full and unconditional release of the Indemnified Party from all liability in connection with the Action. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with the defense of the Action. The Borrower shall not be liable for any settlement of any Action effected without the written consent of the Borrower (which is permissible under applicable law. 50shall not be unreasonably withheld or delayed).

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent (excluding allocated costs and expenses for internal legal servicesa single local counsel per jurisdiction necessary to the Administrative Agent), in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each of Holdings and . The Borrower hereby agrees to indemnify each pay to the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or all reasonable and documented out-of-pocket fees and disbursements of counsel for any kind such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or nature whatsoeverpreparation therefor, including whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than other than (i) those which arise from the gross negligence, bad faith or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to an Indemnified Person (including, the foregoing) except to the extent permitted hereinthe same is due to the gross negligence, allocated costs and expenses for internal legal services), which may be imposed on, incurred bybad faith, or asserted willful misconduct of the party to be indemnified. To the extent permitted by applicable Legal Requirements, the Borrower and the Guarantors shall not assert, and each hereby waives, any claim against any Indemnified PersonIndemnitee, 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 way relating to agreement or arising out of any of the Loan Documentsinstrument contemplated hereby or thereby, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to sxx for any claim for contribution against, each Indemnitee for any damages, loss or reasonable and documented out-of-pocket costs and expenses, including without limitation, response, remedial or removal costs and all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any Hazardous Material Activity at any of the Real Properties, (ii) the violation of any Environmental Law by ARCAF REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any investigationReal Property, litigation (iii) any claim for personal injury or other proceeding relating property damage in connection with the ARCAF REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any Real Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by ARCAF REIT, the Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct, bad faith or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns. (c) This Section 12.15 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. 50arising from any non-Tax claim.

Costs and Expenses; Indemnification. (a) The Borrower agrees and the Guarantors jointly and severally agree to pay on demand by Agent (i) the reasonable out-of-pocket all fees, costs and expenses of Agent the Lender in connection with the preparation, negotiation, execution, delivery, administration, modification and any amendment of its Affiliatesthis Agreement, the Note, the Collateral Documents and the other Loan Documents, including, without limitation, search, filing and recording fees and taxes, costs of reappraisals required by the Lender and the reasonable fees and disbursements expenses of counsel for the Lender with respect thereto, and with respect to Agent (excluding allocated advising the Lender as to its rights and responsibilities under such documents. The Borrower and the Guarantors further jointly and severally agree to pay on demand all fees, costs and expenses for internal legal servicesof the Lender, if any (including, without limitation, reasonable counsel fees and expenses), in connection with the negotiationenforcement (whether through negotiations, preparationlegal proceedings or otherwise) of this Agreement, execution the Note, the Collateral Documents and delivery of the other Loan Documents; (ii) all costs , including, without limitation, reasonable fees and expenses of Agent counsel for the Lender in connection with the enforcement of rights under this Section 7.04(a). Each of the Borrower and the Guarantors hereby authorizes the Lender and its AffiliatesAffiliates at any time and from time to time, without notice to the Borrower or the Guarantors, and whether or not the Lender shall have made any demand or an Event of Default shall have occurred, to charge any account of the Borrower or either of the Guarantors maintained by the Lender or its Affiliates against such fees, costs and expenses. The rights of the Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, rights of set-off) that the Lender and its Affiliates may have. (b) The Borrower and the Guarantors agree to indemnify and hold harmless the Lender and each of its Affiliates and officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements expenses of counsel counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (excluding allocated costs and expenses for internal legal services)including, without limitation, in connection with any amendmentsinvestigation, modifications litigation or waivers proceeding or preparation of a defense in connection therewith) this Agreement, any of the terms transactions contemplated herein or the actual or proposed use of any Loan Documents, and (iii) all costs and expenses the proceeds of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documentsexcept to the extent such claim, and any outdamage, loss, liability or expense is found in a final, non-of-appealable judgment by a court workout of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other refinancing proceeding to which the indemnity in this Section 7.04(b) applies, such indemnity shall be effective whether or restructuring not such investigation, litigation or proceeding is brought by the Borrower, its directors, equityholders or creditors or an Indemnified Party or any bankruptcy other Person, whether or insolvency case or proceeding. In addition, not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby shall be are consummated, each . Each of Holdings the Borrower and Borrower hereby the Guarantors also agrees not to indemnify each Agent-Related Person, each assert any claim against the Lender, any Affiliate thereof and of its Affiliates, or any of their respective directors, officers, employees, attorneys and agents, counsel and other advisors (each an "Indemnified Person") againston any theory of liability, and hold each of them harmless fromfor special, any and all liabilitiesindirect, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses consequential or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or punitive damages arising out of or otherwise relating to this Agreement, any of the Loan Documents, transactions contemplated herein or the use actual or intended proposed use of the proceeds of the Loans Loan. (c) Without prejudice to the survival of any other agreement of the Borrower or the transactions contemplated hereby or therebyGuarantors hereunder, including with respect to any investigation, litigation or other proceeding relating to any the agreements and obligations of the foregoing, irrespective of whether Borrower and the Indemnified Person Guarantors contained in this Section 7.04 shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment in full of principal, interest and satisfaction of each of all other amounts payable hereunder, under the Indemnified Liabilities which is permissible under applicable law. 50Note and the other Loan Documents.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable all out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents or the protection of its rights and interests thereunder (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent, the (and any sub-Related Personagent thereof), each LenderLender and each L/C Issuer, and each Related Party of any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors of the foregoing Persons (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (includingfor any such Indemnitee and all reasonable expenses of litigation or preparation therefor, to whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or Letter of Credit or any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, the Loans Borrower or any of their respective Subsidiaries, or any Environmental Liability related in any way to Holdings, the Borrower or any of their respective Subsidiaries, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined by a court of competent jurisdiction by final and nonappealable judgment. The Borrower, upon demand by the Administrative Agent, the L/C Issuer or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer or such Lender and their Related Parties for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent permitted by applicable law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductproceeds thereof. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each The obligations of the Indemnified Liabilities which is permissible Borrower under applicable law. 50this Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent and any each of its Affiliatesthe Secured Parties (including, and without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal whether through negotiations, legal servicesproceedings or otherwise)), in connection with the preparation, review, negotiation, preparationreproduction, execution execution, delivery, administration, modification and delivery amendment of this Agreement, the Loan Advance Notes or any other Program Document, including, without limitation, the reasonable fees and disbursements of counsel for the Secured Parties with respect thereto and with respect to advising the Secured Parties, as to its rights, remedies and responsibilities under this Agreement and the other Program Documents; (ii) , all actuarial fees, UCC filing fees, periodic auditing expenses and all other related fees and expenses. The Borrower agrees to promptly pay on demand all costs and expenses of Agent and its Affiliateseach of the Secured Parties (including, and without limitation, the fees and disbursements of counsel (excluding allocated costs and expenses for internal whether through negotiations, legal servicesproceedings or otherwise)), in connection with the enforcement of this Agreement, the Advance Notes or any amendmentsother Program Document, modifications or waivers of including, without limitation, the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and reasonable fees and disbursements of counsel for the Secured Parties with respect thereto and with respect to advising the Secured Parties, as to its rights, remedies and responsibilities under this Agreement and the other Program Documents. (including allocated b) In addition, the Borrower shall pay on demand in connection with the transaction contemplated by the Program Documents, the applicable pro rata costs and expenses for internal legal services), in connection with any Default, of the enforcement or attempted enforcement of, and preservation of any rights or interests under, rating agencies' rating the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Conduit Lender's promissory notes. (c) The Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of, the foregoing (each each, an "Indemnified PersonParty") against, from and hold each of them harmless from, against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, including (including, without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person counsel) (including, to collectively the extent permitted herein, allocated costs and expenses for internal legal services), which "Liabilities") that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement or any other Program Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including, without limitation any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement or any other Program Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower or the Custodian contained in any Program Document; (iii) any representation or warranty made or deemed made by the Borrower or the Custodian, including contained in any Program Document or in any certificate, statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower or the Adviser to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Secured Parties a first priority perfected security interest in all of the Pledged Collateral; (vi) any action or omission, not expressly authorized by the Program Documents, by the Borrower or the Adviser which has the effect of reducing or impairing the Pledged Collateral or the rights of the Agent or the Secured Parties with respect to thereto; (vii) any investigation, litigation Default or other proceeding relating to Event of Default; and (viii) any claim that any Secured Party has assumed any obligation or liability of the foregoingBorrower under any Loan Document or otherwise; and (ix) any transactions related to the funding, irrespective carrying or repayment of whether the Indemnified Person shall be designated outstanding principal amount of the Advances in connection with the Program Documents; except to the extent any such Liability is found in a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable final, non-appealable judgment by a court of competent jurisdiction to any Indemnified Person for any portion of such Indemnified Liabilities resulting have resulted from such Indemnified PersonParty's gross negligence or willful misconduct. If and . (d) Without prejudice to the extent that survival of any other agreement of the foregoing indemnification is for any reason held unenforceableBorrower hereunder, each the agreements and obligations of Holdings the Borrower contained in this Section 9.04 shall survive the termination of this Agreement and Borrower agrees to make the maximum contribution to the payment in full of principal and satisfaction of each of Yield on the Indemnified Liabilities which is permissible under applicable law. 50Advances.

Costs and Expenses; Indemnification. Borrower agrees The Borrowers agree to pay on demand by Agent (i) the reasonable out-of-pocket all costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrowers agree to pay to the Administrative Agent, the Collateral Agent and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the Collateral Agent, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving a Borrower hereby agrees as a debtor thereunder). The Borrowers further agree to indemnify each the Administrative Agent-Related Person, the Collateral Agent, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (includingfor any such Indemnitee and all reasonable expenses of litigation or preparation therefor, to whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification as determined by a court of competent jurisdiction by final and nonappealable judgment. The Borrowers, upon demand by the Administrative Agent, the Collateral Agent or a Lender at any time, shall reimburse the Administrative Agent, the Collateral Agent or such Lender for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent permitted by applicable law, the Borrowers shall not assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductproceeds thereof. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each The obligations of the Indemnified Liabilities which is permissible Borrowers under applicable law. 50this Section 13.14 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), Xxxxxx in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents; (ii) all costs Documents and expenses of Agent the other instruments and its Affiliatesdocuments to be delivered hereunder or thereunder, and fees in connection with the transactions contemplated hereby or thereby, and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications consents hereunder or waivers of or amendments hereto or thereto, including the terms of any Loan Documents, and (iii) all costs fees and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements counsel for Xxxxxx with respect to all of counsel the foregoing (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be are consummated). The Borrower further agrees to pay to Xxxxxx or any other holder of the Obligations all costs and expenses (including court costs and attorneys’ fees), each if any, incurred or paid by Xxxxxx or any other holder of Holdings and the Obligations in connection with any Default or Event of Default or in connection with the enforcement of this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder. The Borrower hereby further agrees to indemnify each Agent-Related PersonXxxxxx, each Lenderand any security trustee, any Affiliate thereof and their respective directors, officers, officers and employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to without limitation, all expenses of litigation or preparation therefor, whether or not the extent permitted herein, allocated costs and expenses for internal legal services), indemnified Person is a party thereto) which any of them may be imposed on, incurred by, pay or asserted against any Indemnified Person, in any way relating to or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any extension of credit made available hereunder, other than those which arise from the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductmisconduct of the party claiming indemnification. If and The Borrower, upon demand by Xxxxxx at any time, shall reimburse Xxxxxx for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each gross negligence or willful misconduct of the Indemnified Liabilities which is permissible party to be indemnified. The obligations of the Borrower under applicable law. 50this Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent (excluding allocated costs and expenses for internal legal servicesa single local counsel per jurisdiction necessary to the Administrative Agent), in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each of Holdings and . The Borrower hereby agrees to indemnify each pay to the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or all reasonable and documented out-of-pocket fees and disbursements of counsel for any kind such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or nature whatsoeverpreparation therefor, including whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit and any such claim, demand, or liability for any broker’s or finder’s fees alleged to have been incurred by the Borrower in connection herewith or therewith., other than other than (i) those which arise from the gross negligence, bad faith or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to an Indemnified Person (including, the foregoing) except to the extent permitted hereinthe same is due to the gross negligence, allocated costs and expenses for internal legal services), which may be imposed on, incurred bybad faith, or asserted willful misconduct of the party to be indemnified. To the extent permitted by applicable Legal Requirements, the Borrower and the Guarantors shall not assert, and each hereby waives, any claim against any Indemnified PersonIndemnitee, 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 way relating to agreement or arising out of any of the Loan Documentsinstrument contemplated hereby or thereby, the use transactions contemplated hereby or intended thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Loans parties under this Section 12.15 shall survive the termination of this Agreement. No Indemnitee referred to in subsection (b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. (b) The Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to sux xor any claim for contribution against, each Indemnitee for any damages, loss or reasonable and documented out-of-pocket costs and expenses, including without limitation, response, remedial or removal costs and all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any Hazardous Material Activity at any of the Real Properties, (ii) the violation of any Environmental Law by AF REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any investigationReal Property, litigation (iii) any claim for personal injury or other proceeding relating property damage in connection with AF REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any Real Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by AF REIT, the Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct, bad faith or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable lawBorrower and shall inure to the benefit of each Indemnitee and its successors and assigns. (c) This Section 12.15 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. 50arising from any non-Tax claim.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, due diligence, investigation (including third party expenses) negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable and documented out-of-pocket fees and disbursements of a single counsel to the arranger and Administrative Agent (excluding allocated costs and expenses for internal legal servicesa single local counsel per jurisdiction necessary to the Administrative Agent), in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, each of Holdings and . The Borrower hereby agrees to indemnify each pay to the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof other holder of any Obligations outstanding hereunder, all documented out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable and documented out-of-pocket attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify the Administrative Agent, the L/C Issuer, each Lender, and any security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or all reasonable and documented out-of-pocket fees and disbursements of counsel for any kind such Indemnitee and all reasonable and documented out-of-pocket expenses of litigation or nature whatsoeverpreparation therefor, including whether or not the Indemnitee is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of any Loan or Letter of Credit, other than other than (i) those which arise from the gross negligence, bad faith or willful misconduct of the party claiming indemnification, (ii) a material breach of such Indemnitee’s obligations under the Loan Documents, as determined in a final non-appealable judgment of a court of competent jurisdiction or (iii) any dispute solely among Indemnitees (provided, that the Borrower agrees to indemnify the Administrative Agent in any such dispute between the Administrative Agent and any Lender). The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to an Indemnified Person (including, the foregoing) except to the extent permitted hereinthe same is due to the gross negligence, allocated costs and expenses for internal legal services), which may be imposed on, incurred bybad faith, or asserted willful misconduct of the party to be indemnified. To the extent permitted by applicable Legal Requirements, the Borrower and the Guarantors shall not assert, and each hereby waives, any claim against any Indemnified PersonIndemnitee, 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 way relating to agreement or arising out of any of the Loan Documentsinstrument contemplated hereby or thereby, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to indemnify, defend and hold harmless, and covenants not to sxx for any claim for contribution against, each Indemnitee for any damages, loss or reasonable and documented out-of-pocket costs and expenses, including without limitation, response, remedial or removal costs and all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any Hazardous Material Activity at any of the Real Properties, (ii) the violation of any Environmental Law by ARC REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any investigationReal Property, litigation (iii) any claim for personal injury or other proceeding relating property damage in connection with the ARC REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to any Real Property, and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by ARC REIT, the Borrower or any Subsidiary made herein or in any other Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating thereto, except for damages arising from the willful misconduct, bad faith or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable law. 50Borrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by all reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and of each Lead Arranger in connection with the preparation, due diligence, negotiation, syndication, and administration of the Loan Documents (i) including, but not limited to the reasonable and documented fees, disbursements and other charges of counsel, which shall be limited to one counsel to the Lead Arrangers and the Administrative Agent, and of any special and local (but limited to one in any relevant jurisdiction) counsel to the Lenders required to be retained by the Lead Arrangers and in the case of an actual or perceived conflict of interest, one additional counsel for all similarly situated Persons, taken as a whole in each appropriate jurisdiction), whether or not the transactions contemplated herein are consummated. The Borrower agrees to pay to the Administrative Agent and each Lender, all out-of-pocket costs and expenses of Agent reasonably incurred or paid by the Administrative Agent, such Lead Arranger, such Lender, or any such holder, including reasonable and any of its Affiliates, and the reasonable documented attorneys’ fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)court costs, in connection with the negotiation, preparation, execution and delivery enforcement of any of the Loan Documents; Documents (ii) including all such costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), incurred in connection with any amendments, modifications proceeding under the United States Bankruptcy Code involving the Borrower as a debtor thereunder) or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any outwork-of-court workout or other refinancing out or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not in respect of the transactions contemplated hereby shall be consummated, each of Holdings and Obligations hereunder. (b) The Borrower hereby further agrees to indemnify the Administrative Agent, each Agent-Related PersonLead Arranger, each Lender, any Affiliate thereof and, and each of their Affiliates and successors and assigns and their respective directors, officers, employees, agents, counsel financial advisors, controlling Persons, consultants and other advisors representatives (each such Person being called an "Indemnified Person"“Indemnitee”) against, from and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable and documented out-of-pocket fees and disbursements of counsel (which charges shall be limited charges of one counsel to an Indemnified Person all Indemnitees, taken together, and of any special and local (including, but limited to one in any relevant jurisdiction) counsel to the extent permitted hereinsuch Indemnitees required to be retained and in the case of an actual or perceived conflict of interest among Indemnitees, allocated costs one additional counsel for all similarly situated Persons, taken as a whole in each appropriate jurisdiction) and all reasonable and documented out-of-pocket expenses for internal legal services)of litigation or preparation therefor, which may be imposed on, incurred bywhether or not the Indemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or any actual or alleged presence or Release of Hazardous Materials on or from any Property owned or operated by the Loans Borrower or any Subsidiary or any liability under any Environmental Law, except, in each case, (i) to the extent such losses, claims, damages, penalties, judgments, liabilities and expenses resulted from such Indemnitee’s or any of its Related Persons’ gross negligence, bad faith or willful misconduct as determined by a final, non-appealable judgment of a court with competent jurisdiction, (ii) to the extent resulting from any claim, litigation, investigation or proceeding that does not involve the act or omission of the Borrower or any of its Affiliates and that is brought by an Indemnitee solely against another Indemnitee, other than claims against the Lead Arrangers or Administrative Agent in its capacity in fulfilling its role as such or (iii) to the extent arising from a material breach by such Indemnitee or any of its Related Persons of its obligations under this Agreement as found by a final, non-appealable judgment of a court with competent jurisdiction. Paragraph (b) of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, liabilities, etc. arising from any non-Tax claim. (c) To the extent permitted by applicable law, the Borrower shall not, nor shall any Indemnitee or any Indemnitee’s Related Persons, assert, and each such Person hereby waives, any claim against any other such Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities")proceeds thereof; provided that neither Holdings nor Borrower this clause (c) shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to not limit the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each indemnity obligations of the Indemnified Liabilities which is permissible Borrower hereunder. The obligations of the Borrower under applicable law. 50this Section 13.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable all out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated, together with any fees and charges suffered or incurred by the Administrative Agent in connection with collateral filing fees and lien searches. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, the Swingline Lender and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all out-of-pocket costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, the Swingline Lender such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents or the protection of its rights and interests thereunder (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent, the (and any sub-Related Personagent thereof), each Lender, the Swingline Lender and each L/C Issuer, and each Related Party of any Affiliate thereof and their respective directors, officers, employees, agents, counsel and other advisors of the foregoing Persons (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (includingfor any such Indemnitee and all reasonable expenses of litigation or preparation therefor, to whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or Letter of Credit or any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings, the Loans Borrower or any of their respective Subsidiaries, or any Environmental Liability related in any way to Holdings, the Borrower or any of their respective Subsidiaries, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification as determined by a court of competent jurisdiction by final and nonappealable judgment. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, the Swingline Lender, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, the Swingline Lender, or such Lender and their Related Parties for any legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent permitted by applicable law, neither the Borrower nor any Guarantor shall assert, and each such Person hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductproceeds thereof. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each The obligations of the Indemnified Liabilities which is permissible Borrower under applicable law. 50this Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent each of the Secured Parties in connection with the preparation, review, negotiation, reproduction, execution, delivery, administration, modification and amendment of this Agreement, the Advance Notes or any of its Affiliatesother Facility Document, and including, without limitation, the reasonable fees and disbursements of a single law firm as counsel for the Secured Parties with respect thereto and with respect to Agent (excluding allocated advising each of the Secured Parties as to its rights, remedies and responsibilities under this Agreement and the other Facility Documents, UCC filing fees, periodic auditing expenses and all other related fees and expenses. The Borrower further agrees to pay on demand all reasonable costs and expenses for internal legal servicesof the Secured Parties (including, without limitation, the fees and disbursements of counsel), in connection with the negotiationenforcement (whether through negotiations, preparation, execution and delivery legal proceedings or otherwise) of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Defaultthis Agreement, the enforcement or attempted enforcement of, Advance Notes and preservation of any rights or interests under, the Loan other Program Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and . (b) The Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party, their successors, assigns, transferees and participants and each Lenderof their Affiliates and the respective officers, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of, the foregoing (each each, an "Indemnified PersonParty") against, from and hold each of them harmless from, against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, including (including, without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person counsel) (including, to collectively the extent permitted herein, allocated costs and expenses for internal legal services), which "Liabilities") that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement or any other Program Document or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including, without limitation any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement or any other Program Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower, including the Distributor, any Advisor, any Fund or any Transfer Agent in any Program Document; (iii) any representation or warranty made or deemed made by the Borrower, the Distributor, any Advisor, any Fund or any Transfer Agent contained in any Program Document or in any certificate, statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower, the Distributor, any Advisor, any Fund, any Transfer Agent or any Selling Agent to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Secured Parties a first priority perfected security interest in all of the Assigned Collateral; (vi) any action or omission, not expressly authorized by the Program Documents, by the Borrower, the Distributor, any Advisor, any Fund, any Transfer Agent or any Selling Agent, which has the effect of reducing or impairing the Assigned Collateral or the rights of the Agent or the Secured Parties with respect thereto; and (vii) any Default or Event of Default; except to the extent any investigationsuch Liability is found in a final, litigation or other proceeding relating non-appealable judgment by a court of competent jurisdiction to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting have resulted from such Indemnified PersonParty's gross negligence or willful misconduct. If and The Secured Parties agree to use reasonable efforts to utilize the same legal counsel in connection with any matter for which the Secured Parties are entitled to indemnification under this Section 8.04(b); PROVIDED, that nothing herein shall be deemed to limit any Secured Party's right to employ separate counsel if such Secured Party determines that there may be legal defenses or claims available to it which are not available to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees other Secured Parties or which are different from or additional to make the maximum contribution to the payment and satisfaction of each those of the Indemnified Liabilities which is permissible under applicable law. 50other Secured Parties.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand by Agent (i) the reasonable out-of-pocket all costs and expenses of Agent (excluding any and any of its Affiliatesall present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed, levied, collected, withheld or assessed) of each of the Secured Parties in connection with the preparation, review, negotiation, reproduction, execution, delivery, administration, modification, amendment and enforcement of this Agreement and the other Program Documents to which the Borrower is a party, including, without limitation, the reasonable fees and disbursements of counsel for the Secured Parties with respect thereto and with respect to Agent (excluding allocated costs advising the Secured Parties as to their rights, remedies and responsibilities under this Agreement and the other Program Documents to which the Borrower is a party, UCC filing fees, periodic auditing expenses for internal legal services), incurred in connection and regulatory costs associated with the negotiation, preparation, execution clauses (h) and delivery (i) of the Loan Documents; (ii) SECTION 5.01 and all costs and expenses of Agent and its Affiliates, and other fees and disbursements of counsel expenses. (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iiib) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and The Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of, the foregoing (each each, an "Indemnified PersonParty") against, from and hold each of them harmless from, against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, including (including, without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal servicescounsel), which but excluding in all cases any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed levied, collected, withheld or assessed (collectively the "Liabilities") that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any Loan Document or any other Program Document to which the Borrower is a party or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including, without limitation any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement or any other Program Document or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower, including the Adviser, the Administrator or the Custodian contained in any Program Document; (iii) any representation or warranty made or deemed made by the Borrower or the Custodian contained in any Program Document or in any certificate, statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower, the Adviser, the Administrator or the Custodian to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Secured Parties a first-priority perfected (subject to the Lien of the Custodian securing the Custodian's Overdraft Advances to the extent permitted by Section 5.02(o) and other Permitted Liens) security interest in all of the Pledged Collateral; (vi) any action or omission, not expressly authorized by the Program Documents, by the Borrower, the Adviser, the Administrator or the Custodian, which has the effect of reducing or impairing the Pledged Collateral or the rights of the Agent or the Secured Parties with respect to thereto; (vii) any investigation, litigation Default or other proceeding relating to Event of Default; and (viii) any claim that any Secured Party has assumed any obligation or liability of the foregoingBorrower under any Loan Document or otherwise; and (ix) any transactions related to the funding, irrespective carrying or repayment of whether the Indemnified Person shall be designated outstanding principal amount of the Advances in connection with the Program Documents; EXCEPT to the extent any such Liability is found in a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable final, non-appealable judgment by a court of competent jurisdiction to any Indemnified Person for any portion of such Indemnified Liabilities resulting have resulted from such Indemnified PersonParty's gross negligence negligence, bad faith or willful misconduct. If and . (c) Without prejudice to the extent that survival of any other agreement of the foregoing indemnification is for any reason held unenforceableBorrower hereunder, each the agreements and obligations of Holdings the Borrower contained in this SECTION 9.04 shall survive the termination of this Agreement and Borrower agrees to make the maximum contribution to the payment in full of principal and satisfaction of each of Yield on the Indemnified Liabilities which is permissible under applicable law. 50Advances.

Costs and Expenses; Indemnification. Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether Whether or not the transactions contemplated hereby shall be are consummated, each of Holdings the Class B Lenders, on a ratable basis, shall indemnify and Borrower hereby agrees to indemnify each Agentdefend the Class B Lender Representative-Related Person, each Lender, any Affiliate thereof Persons from and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, obligationsfines, losses, claims, damagescosts, penalties, actionsand damages, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the and all reasonable fees and disbursements of counsel to an Indemnified Person (includingattorneys, to the extent permitted hereinexperts, allocated or consultants and all other costs and expenses for internal legal servicesactually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), which may be at any time asserted against, imposed on, incurred byupon, or asserted against any Indemnified Person, in any way relating to or arising out of incurred by any of them (i) in connection with or as a result of or related to the Loan Documentsexecution and delivery, enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement or the use transactions contemplated hereby, and (ii) with respect to any investigation, litigation, or intended proceeding related to this Agreement or the use of the proceeds of the Loans credit provided hereunder (irrespective of whether any Class B Lender Representative-Related Person is a party thereto), or the transactions contemplated hereby any act, omission, event, or thereby, including with respect to circumstance in any investigation, litigation or other proceeding relating to any manner related thereto (each and all of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "“Class B Lender Indemnified Liabilities"”); provided provided, however, that neither Holdings nor Borrower no Class B Lender shall be liable for the payment to any Indemnified Class B Lender Representative-Related Person for of any portion of such Class B Lender Indemnified Liabilities resulting solely from such Indemnified Person's ’s gross negligence or willful misconduct. If and to Without limitation of the extent that the foregoing indemnification is for any reason held unenforceableforegoing, each Class B Lender shall reimburse Class B Lender Representative upon demand for such Class B Lender’s ratable share of Holdings any costs or out of pocket expenses (including attorneys, accountants, advisors, and Borrower agrees to make consultants fees and expenses) incurred by Class B Lender Representative in connection with the maximum contribution to preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under this Agreement. The undertaking in this Section 13.02(f) shall survive the payment of all Borrower Obligations under this Agreement and satisfaction the resignation or replacement of each of the Indemnified Liabilities which is permissible under applicable law. 50Class B Lender Representative.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of each Lender Party and the Collateral Agent and in connection with the enforcement of the Transaction Documents, whether in any of its Affiliatesaction, and suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all costs and expenses of a single counsel for all Lender Parties and the Collateral Agent with respect thereto). (b) The Borrower will indemnify and hold each Lender Party and its Affiliatesofficers, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officersaffiliates, employees, agentsattorneys and agents (each, counsel an “Indemnified Party”) harmless from and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, against any and all claims, liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoevercosts and expenses, including the without limitation, reasonable attorneys’ fees and disbursements of counsel to an Indemnified Person disbursements, other dispute resolution expenses (including, to the extent permitted herein, allocated costs including fees and expenses in preparation for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out a defense of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding) and costs of collection that arise out of or in connection with: (i) the issuance of any Letter of Credit, (ii) any payment or action taken or omitted to be taken in connection with any Letter of Credit (including any action or proceeding relating seeking (i) to restrain any drawing under such Letter of the foregoingCredit, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable ii) to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence compel or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to restrain the payment and satisfaction of each any amount or the taking of any other action under such Letter of Credit, (iii) to compel or restrain the Indemnified Liabilities which taking of any action under this Agreement, or (iv) to obtain similar relief (including by way of interpleader, declaratory judgment, attachment, or otherwise), regardless of who the prevailing party is permissible under applicable law. 50in any such action or proceeding), (iii) the enforcement of this Agreement, or (iv) any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority or any other cause beyond such Lender Party’s control,

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket all costs and expenses of the Administrative Agent and any the Lenders in connection with the waiver, amendment or enforcement of its Affiliatesthe Loan Documents (including, and without limitation, the reasonable fees and disbursements expenses of counsel for the Administrative Agent with respect thereto, with respect to Agent (excluding allocated costs advising the Lenders as to their rights and expenses for internal legal services)responsibilities, in connection with or the negotiationperfection, preparationprotection or preservation of rights or interests, execution and delivery of under the Loan Documents; , with respect to negotiations with the Borrower or with other creditors of the Borrower or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceedings involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all costs and expenses of the Administrative Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), the Lenders in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable fees and expenses of counsel for Administrative Agent and each Lender with respect thereto). (i) The Borrower agrees that it will indemnify and hold harmless the Administrative Agent and the Lenders to the fullest extent permitted by law, from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (and any out-of-court workout and all actions, suits, proceedings and investigations in respect thereof and any and all legal or other refinancing costs, expenses and disbursements in giving testimony or restructuring furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any bankruptcy such action, proceeding or insolvency case or proceeding. In addition, investigation (whether or not in connection with litigation in which Administrative Agent or any of the Lenders is a party thereto), directly or indirectly, caused by, relating to, based upon, arising out of or in connection with (a) this Agreement and the other Loan Documents, (b) the acquisition of certain assets and assumption of certain liabilities of Filene's or (c) any untrue statement or alleged untrue statement of a material fact contained in, or omissions or alleged omissions from any filing with any governmental agency or similar statements or omissions in or from any information furnished by the Borrower or any of its Subsidiaries or Affiliates to the Administrative Agent or any of the Lenders or any other Person in connection with this Agreement and the other Loan Documents; provided, however, that such indemnity agreement shall not apply to any such loss, claim, damage, obligation, penalty, judgment, award, liability, cost, expense or disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of any of Administrative Agent and the Lenders. The Borrower also agrees that the Administrative Agent and the Lenders shall have no liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower for or in connection with this Agreement and the other Loan Documents or the transactions contemplated hereby thereby, except for any such losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements that are finally judicially determined by a court of competent jurisdiction (not subject to further appeal) to have resulted from the bad faith or gross negligence of any of the Lenders. (ii) The indemnification provisions in this Section shall be consummatedin addition to any liability which the Borrower may have to the Lenders or the Persons indemnified below in this sentence and shall extend to the following: the Lenders, each of Holdings and Borrower hereby agrees to indemnify each the Administrative Agent-Related Person, each Lender, any Affiliate thereof and their respective affiliated entities, directors, officers, employees, agentslegal counsel, counsel agents and other advisors controlling persons (each an "Indemnified Person") againstwithin the meaning of the federal securities laws), and hold each none of them harmless from, such indemnified Persons shall be liable for any act or omission of any of the others. All references to "Lender(s)" in these indemnification provisions shall be understood to include any and all liabilitiesof the foregoing. (iii) If any action, obligationssuit, proceeding or investigation is commenced, as to which any indemnified party proposes to demand indemnification, it shall notify the Borrower with reasonable promptness; provided, however, that any failure by any indemnified party to so notify the Borrower shall not relieve the Borrower from its obligations hereunder. the Administrative Agent, on behalf of the Lenders, shall have the right to retain counsel of its choice to represent the Lenders, and the Borrower shall pay the fees, expenses and disbursement of such counsel; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Borrower and any counsel designated by the Borrower. The Borrower shall be liable for any settlement of any claim against any of the Lenders made with the Borrower's written consent, which consent shall not be unreasonably withheld. The Borrower shall not, without the prior written consent of the Administrative Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to each of the Lenders of an unconditional and irrevocable release from all liability in respect of such claim. (iv) In order to provide for just and equitable contribution, if a claim for indemnification pursuant to the indemnification provisions contained in this Section is made but is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Borrower, on the one hand, and the Lenders, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties, actions, judgments, suitsawards, liabilities, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to which the extent permitted herein, allocated costs and expenses for internal legal services), which indemnified Persons may be imposed onsubject in accordance with the relative benefits received by the Borrower, incurred byon the one hand, or asserted against any Indemnified Personand the Lenders, on the other hand, and also the relative fault of the Borrower, on the one hand, and the Lenders, on the other hand, in connection with the statements, acts or omissions which resulted in such losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements and the relevant equitable considerations shall also be considered. No Person found liable for a fraudulent misrepresentation shall be entitled to contribution from any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of Person who is not also found liable for such fraudulent misrepresentation. Notwithstanding the foregoing, irrespective none of whether the Indemnified Person Lenders shall be designated a party thereto (obligated to contribute any amount hereunder that exceeds the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion amount of fees previously received by such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and Lender pursuant to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each Fee Letter. (v) Neither termination of the Indemnified Liabilities Commitments nor repayment of the Advances shall affect the indemnification provisions contained in this Section which is permissible shall then remain operative and in full force and effect. (c) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under applicable law. 50any Loan Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Borrower by any Lender, in its sole discretion.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on promptly upon demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent the Administrative Agent, the Joint Lead Arrangers and any their respective Affiliates in connection with the preparation, negotiation, execution, delivery, administration, modification and amendment of its Affiliatesthis Agreement and the other documents to be delivered hereunder, including, without limitation, (A) all due diligence, syndication (including printing, distribution and bank meetings), transportation, computer, duplication, appraisal, consultant, and audit expenses and (B) the reasonable fees and disbursements expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent (excluding allocated as to its rights and responsibilities under this Agreement. The Borrower further agrees to pay promptly upon demand all reasonable costs and expenses for internal legal services)of the Administrative Agent and the Lenders, if any, (A) in connection with the negotiationenforcement (whether through negotiations, preparation, execution legal proceedings or otherwise) of this Agreement and delivery of the other Loan Documents; , including its rights under this Section, or (iiB) in connection with the Loans made hereunder, including all costs such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, including, without limitation, reasonable fees and expenses of one outside counsel for the Administrative Agent and its Affiliatesthe Lenders taken as a whole in connection with the enforcement of rights under this Section 8.04(a) (and, with respect to matters referred to in clause (A) of this sentence only, separate counsel for the Administrative Agent and any Lender to the extent needed to avoid an actual or potential conflict of interest). (b) The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Joint Lead Arrangers, and fees each Related Party of any of the foregoing Persons (each, an “Indemnified Party”) from and disbursements against any and all claims, damages, losses and liabilities, joint or several, to which any such Indemnified Party may become subject, in each case arising out of counsel or in connection with or relating to (excluding allocated costs and expenses for internal legal services)including, without limitation, in connection with any amendmentsinvestigation, modifications litigation or waivers proceeding or preparation of a defense in connection therewith) this Agreement, any of the terms transactions contemplated herein or the actual or proposed use of the proceeds of the Extensions of Credit, and shall reimburse any Indemnified Party for any and all reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) as they are incurred in connection with the investigation of or preparation for or defense of any Loan Documentspending or threatened claim or any action or proceeding arising therefrom, and whether or not such Indemnified Party is a party (but if not a party thereto, then only with respect to such proceedings where such Indemnified Party (i) is subject to legal process or other compulsion of law, (ii) believes in good faith that it will be so subject, or (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses believes in good faith that it is necessary or appropriate for internal it to resist any legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout process or other refinancing compulsion of law which is purported to be asserted against it) and whether or restructuring not such claim, action or proceeding is initiated or brought by or on behalf of the Borrower or any bankruptcy of its Affiliates and whether or insolvency case not any of the transactions contemplated hereby are consummated or proceedingthis Agreement is terminated, except to the extent such claim, damage, loss, liability or expense is found in a judgment by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party’s gross negligence, bad faith or willful misconduct. In additionthe case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby shall be are consummated. The Borrower agrees not to assert any claim against the Administrative Agent, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each any Lender, any Affiliate thereof and of their respective Affiliates, or any of their respective directors, officers, employees, attorneys and agents, counsel and other advisors (each an "Indemnified Person") againston any theory of liability, and hold each of them harmless fromfor special, any and all liabilitiesindirect, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses consequential or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or punitive damages arising out of or otherwise relating to this Agreement, any of the Loan Documents, transactions contemplated herein or the use actual or intended proposed use of the proceeds of the Loans Extensions of Credit. This Section 8.04(b) shall not apply with respect to Taxes that are Indemnified Taxes, Excluded Taxes or Taxes that are covered by Section 2.15(a)(ii). (c) If any payment of principal of, or Conversion of, any Eurodollar Rate Revolving Loan is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Revolving Loan, as a result of a payment or Conversion pursuant to Section 2.09, 2.12(b), 2.13, 2.14, 2.15 or 2.16, acceleration of the maturity of the outstanding Borrowings pursuant to Section 6.01, assignment to another Lender upon demand of the Borrower pursuant to Section 2.20(b) or for any other reason (in the case of any such payment or Conversion), the Borrower shall, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, including, without limitation, any loss (other than loss of Applicable Margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Loan. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.15, 2.16, 2.19 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. (e) The Borrower agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower or its respective security holders or creditors related to or arising out of or in connection with this Agreement, the Extensions of Credit or the use or proposed use of the proceeds thereof, any of the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to by any of the foregoingforegoing or in the loan documentation and the performance by an Indemnified Party by any of the foregoing except to the extent that any loss, irrespective claim, damage, liability or expense is found in a judgment by a court of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable competent jurisdiction by final and nonappealable judgment to any Indemnified Person for any portion of such Indemnified Liabilities resulting have resulted from such Indemnified Person's Party’s gross negligence or willful misconduct. If and . (f) In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the extent that Borrower or any of its Affiliates in which such Indemnified Party is not named as a defendant, the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make reimburse such Indemnified Party for all reasonable expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the maximum contribution to the payment fees and satisfaction disbursements of each of the Indemnified Liabilities which is permissible under applicable law. 50its legal counsel.

Costs and Expenses; Indemnification. Borrower agrees The Administrative Agent may incur and pay expenses to pay on demand by the extent the Administrative Agent (i) reasonably deems necessary or appropriate for the reasonable out-of-pocket costs performance and expenses of Agent and any fulfillment of its Affiliatesfunctions, powers, and the reasonable fees and disbursements of counsel obligations pursuant to Agent (excluding allocated costs and expenses for internal legal services), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, including court costs, attorneys fees and any out-of-court workout expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additioninsurance premiums paid to maintain the Collateral, whether or not the Borrower is obligated to reimburse the Administrative Agent or the Lenders for such expenses pursuant to this Agreement or otherwise. Whether or not the transactions contemplated hereby shall be are consummated, each of Holdings and Borrower hereby agrees to the Lenders shall indemnify each upon demand the Administrative Agent-Related Person’s officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel attorneys-in-fact or affiliates (to the extent not reimbursed by or on behalf of the Borrower and other advisors (each an "Indemnified Person") againstwithout limiting the obligation of the Borrower to do so), according to their pro rata shares, from and hold each of them harmless from, against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided provided, however, that neither Holdings nor Borrower no Lender shall be liable for the payment to any Indemnified Person for officers, directors, employees, agents, attorneys-in-fact or affiliates of the Administrative Agent of any portion of such Indemnified Liabilities resulting solely from such Indemnified Person's ’s gross negligence or willful misconductmisconduct nor shall any Lender be liable for the obligations of any Lender in failing to make a Loan or other extension of credit hereunder. If Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for such Lender’s pro rata share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the foregoing indemnification Administrative Agent is not reimbursed for any reason held unenforceable, each such expenses by or on behalf of Holdings and Borrower agrees to make the maximum contribution to Borrower. The undertaking in this Section shall survive the payment of all Obligations under the Loan Documents and satisfaction of each the resignation or replacement of the Indemnified Liabilities which is permissible under applicable law. 50Administrative Agent.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys’ fees and disbursements and court costs, in connection with any Default or Event of Holdings Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (includingfor any such Indemnitee and all reasonable expenses of litigation or preparation therefor, to whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except to the extent the same is due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the parties hereto shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the parties under this Section 12.15 shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to sue for any claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationenvironmental law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement for a period of five (5) years, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable law. 50Borrower and shall inure to the benefit of each Indemnitee and its successors and assigns.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by all reasonable and documented out-of-pocket fees and expenses of the Administrative Agent and of each Lead Arranger in connection with the preparation, due diligence, negotiation, syndication, and administration of the Loan Documents (i) including, but not limited to, the reasonable and documented fees, disbursements and other charges of counsel, which shall be limited to one counsel to the Lead Arrangers and the Administrative Agent, and of any special and local (but limited to one in any relevant jurisdiction) counsel to the Lenders required to be retained by the Lead Arrangers and in the case of an actual or perceived conflict of interest, one additional counsel for all similarly situated personsPersons, taken as a whole in each appropriate jurisdiction) (whether or not the transactions contemplated herein are consummated). The Borrower agrees to pay to the Administrative Agent, each Lead Arranger and each Lender, all out-of-pocket costs and expenses of Agent reasonably incurred or paid by the Administrative Agent, such Lead Arranger, such Lender, or any such holder, including reasonable and any of its Affiliates, and the reasonable documented attorneys’ fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)court costs, in connection with the negotiation, preparation, execution and delivery enforcement of any of the Loan Documents; Documents (ii) including all such costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), incurred in connection with any amendments, modifications proceeding under the United States Bankruptcy Code involving the Borrower or waivers of the terms of any Loan Documents, and (iiiGuarantor as a debtor thereunder) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), or in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any outwork-of-court workout or other refinancing out or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not in respect of the transactions contemplated hereby shall be consummated, each of Holdings and Obligations hereunder. (b) The Borrower hereby further agrees to indemnify each the Administrative Agent-Related Person, each Lender, any Affiliate thereof Lead Arranger and each Lender and each of their Affiliates and successors and assigns and their respective directors, officers, employees, agents, counsel financial advisors, controlling personsPersons, consultants and other advisors representatives (each such Person being called an "“Indemnified Person"”) against, from and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable and documented out-of-pocket fees and disbursements of counsel for any such Indemnified Person(which charges shall be limited charges of one counsel to all Indemnitees, taken together, and of any special and local (but limited to one in any relevant jurisdiction) counsel to the such Indemnitees required to be retained and in the case of an actual or perceived conflict of interest among Indemnitees, one additional counsel for all similarly situated Persons, taken as a whole in each appropriate jurisdiction) and all reasonable and documented out-of-pocket expenses of litigation or preparation therefor, whether or not the Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byis a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur Table of Contents arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan or any actual or alleged presence or Release of Hazardous Materials on or from any Property owned or operated by the Loans Borrower or any Subsidiary or any liability under any Environmental Law, except, in each case, (i) to the extent such losses, claims, damages, penalties, judgments, liabilities and expenses resulted from such Indemnified Person’s or any of its Related Persons’ gross negligence, bad faith or willful misconduct as determined by a final, non-appealable judgment of a court with competent jurisdiction, (ii) to the extent resulting from any claim, litigation, investigation or proceeding that does not involve the act or omission of the Borrower or any of its Affiliates and that is brought by an Indemnified Person solely against another Indemnified Person, other than claims against the Lead Arrangers or Administrative Agent in its capacity in fulfilling its role as such or (iii) to the extent arising from a material breach by such Indemnified Person or any of its Related Persons of its obligations under this Agreement as found by a final, non-appealable judgment of a court with competent jurisdiction. (c) To the extent permitted by applicable law, neither the Borrower shall not, nor any Guarantor norshall any Indemnified Person or any Indemnified Person’s Related Person shallPersons, assert, and each such Person hereby waives, any claim against any other such Person on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, including with respect to any investigation, litigation Loan or other proceeding relating to any the use of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities")proceeds thereof; provided that neither Holdings nor Borrower this sentenceclause (c) shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to not limit the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each indemnity obligations of the Indemnified Liabilities which is permissible Borrower or any Guarantor hereunder. The obligations of the Borrower under applicable law. 50this Section 13.15 shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), Subordinated Lender in connection with the negotiationexecution, preparationdelivery, execution and delivery waiver, amendment or enforcement of the 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 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 Agent the Subordinated Lender in connection with the enforcement of the Subordinated Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable fees and expenses of counsel for the Subordinated Lender with respect thereto). (i) The Borrower agrees that it will indemnify and hold harmless the Subordinated Lender to the fullest extent permitted by law, from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal or other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, proceeding or investigation (whether or not in connection with litigation in which the Subordinated Lender is a party thereto), directly or indirectly, caused by, relating to, based upon, arising out of or in connection with (A) this Agreement and the other Subordinated Loan Documents, (B) the Senior Loan Agreements or (C) any untrue statement or alleged untrue statement of a material fact contained in, or omissions or alleged omissions from any filing with any governmental agency or similar statements or omissions in or from any information furnished by the Borrower or any of its Subsidiaries or Affiliates to the Subordinated Lender or any other person in connection with this Agreement and the 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 disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Subordinated Lender. The Borrower also agrees that the Subordinated Lender shall have no liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower for or in connection with this Agreement and the other Subordinated Loan Documents or 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 Subordinated Lender. (ii) The indemnification provisions in this Section shall be in addition to any liability that the Borrower may have to the Subordinated Lender or the Persons indemnified below in this sentence and shall extend to the following: the Subordinated Lender and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related Person, each Lender, any Affiliate thereof and their respective directors, officers, employees, agentslegal counsel, counsel agents and other advisors controlling persons (each an "Indemnified Person") againstwithin the meaning of the federal securities laws), and hold each none of them harmless from, such indemnified persons shall be liable for any act or omission of the others. All references to "the Subordinated Lender" in these indemnification provisions shall be understood to include any and all liabilitiesof 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, obligationsthe 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 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 the 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, penalties, actions, judgments, suits, costs, expenses or disbursements liabilities and judgments by reason of any kind settlement of any action (A) effected with the written consent of the Borrower or nature whatsoever, including (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 disbursements expenses of counsel to an Indemnified Person (includingin any case where such fees and expenses are at the expense of the Borrower) and, prior to the extent permitted 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, allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, no provision of Section 7.4 shall in any way relating to effect or prejudice any claim that the Borrower may have against Lend Lease or any Subsidiary thereof arising out of any of its performance as "Manager" under the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 50Management Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to promptly pay on written demand by Agent (i) the all reasonable out-of-pocket costs and expenses of Agent (excluding any and any of its Affiliatesall present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed, levied, collected, withheld or assessed) of each of the Secured Parties, in connection with the preparation, review, negotiation, reproduction, execution, delivery, modification, amendment and enforcement of this Agreement and the other Program Documents to which the Borrower is a party, including, without limitation, the reasonable fees and disbursements of counsel for the Secured Parties with respect thereto and with respect to Agent (excluding allocated costs advising the Secured Parties, as to its rights, remedies and expenses for internal legal services)responsibilities under this Agreement and the other Program Documents to which the Borrower is a party, UCC filing fees, the fees of S&P, Moody’s or any other rating agency that rates the promissory notes of any Conduit Lender in connection with the negotiation, preparation, execution review and delivery evaluation of the Loan Documents; (ii) all costs and Facility, periodic auditing expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), incurred in connection with any amendments, modifications or waivers of the terms of any Loan Documents, clauses (h) and (iiii) of Section 5.01 and all costs and expenses of Agent, each Lender and their respective Affiliates, and other related fees and disbursements of counsel expenses. (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be consummated, each of Holdings and b) The Borrower hereby agrees to indemnify and hold harmless each Agent-Related PersonSecured Party and each of their Affiliates and the respective officers, each Lender, any Affiliate thereof and their respective directors, officers, employees, agents, counsel managers of, and other advisors any Person controlling any of, the foregoing (each each, an "Indemnified PersonParty") against, from and hold each of them harmless from, against any and all claims, damages, losses, liabilities, obligations, losses, claims, damagesexpenses, penalties, actions, judgments, suits, costs, expenses or judgments and disbursements of any kind or nature whatsoever, including (including, without limitation, the reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal servicescounsel), which but excluding in all cases any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, in each case, now or hereafter imposed levied, collected, withheld or assessed (collectively the "Liabilities") that may be imposed on, incurred by, by or asserted or awarded against any Indemnified PersonParty, in any way relating to or each case arising out of or in connection with or by reason of the execution, delivery, enforcement, performance, administration of or otherwise arising out of or incurred in connection with this Agreement, any Loan Document or any other Program Document to which the Borrower is a party or any transaction contemplated hereby or thereby (and regardless of whether or not any such transactions are consummated), including, without limitation any such Liability that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with this Agreement or any other Program Document to which the Borrower is a party or any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby; (ii) any breach or alleged breach of any covenant by the Borrower contained in any Program Document to which the Borrower is a party; (iii) any representation or warranty made or deemed made by the Borrower contained in any Program Document to which the Borrower is a party or in any certificate, including statement or report delivered in connection therewith is, or is alleged to be, false or misleading; (iv) any failure by the Borrower to comply with any Applicable Law or contractual obligation binding upon it; (v) any failure to vest, or delay in vesting, in the Secured Parties a first priority perfected (subject to the Lien of the Custodian securing the Custodian's Overdraft Advances to the extent permitted by Section 5.02(o) and other Permitted Liens) security interest in all of the Pledged Collateral; (vi) any action or omission, not expressly authorized by the Program Documents to which the Borrower is a party, by the Borrower which has the effect of reducing or impairing the Pledged Collateral or the rights of the Program Agent or the Secured Parties with respect to thereto; (vii) any investigation, litigation Default or other proceeding Event of Default relating to the Borrower; (viii) any claim that any Secured Party has assumed any obligation or liability of the foregoingBorrower under any Loan Document or otherwise; and (ix) any transactions related to the funding, irrespective carrying or repayment of whether the Indemnified Person shall be designated outstanding principal amount of the Advances in connection with the Program Documents to which the Borrower is a party thereto (party; except to the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable extent any such Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to any Indemnified Person for any portion of such Indemnified Liabilities resulting have resulted from such Indemnified PersonParty's gross negligence negligence, bad faith or willful misconduct. (c) For the avoidance of doubt, neither the payment of any Liability by the Borrower under Section 9.04(b) nor the terms of Section 9.04(b) shall be deemed to limit any right or cause of action the Borrower may have against any Indemnified Party or any Other Person. If and Without prejudice to the extent that survival of any other agreement of the foregoing indemnification is for any reason held unenforceableBorrower hereunder, each the agreements and obligations of Holdings the Borrower contained in this Section 9.04 shall survive the termination of this Agreement and Borrower agrees to make the maximum contribution to the payment in full of principal and satisfaction of each of Yield on the Indemnified Liabilities which is permissible under applicable law. 50Advances.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents; (ii) all costs Documents and expenses of Agent the other instruments and its Affiliatesdocuments to be delivered hereunder or thereunder, and fees in connection with the recording or filing of any of the foregoing, and disbursements of counsel (excluding allocated costs in connection with the transactions contemplated hereby or thereby, and expenses for internal legal services), in connection with any amendments, modifications consents hereunder or waivers of or amendments hereto or thereto, including the terms of any Loan Documents, and (iii) all costs reasonable fees and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements counsel for the Bank with respect to all of counsel the foregoing (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all costs and expenses (including court costs and reasonable attorneys’ fees), each if any, incurred or paid by the Bank or any other holder of Holdings the Obligations in connection with any 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 hereby or any guarantor). The Borrower further agrees to indemnify each Agent-Related Personthe Bank, each Lenderand any security trustee, any Affiliate thereof and their respective directors, officers and employees, against all 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 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 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, counsel and other advisors (each an "Indemnified Person") againstcollateral trustees, and hold each of them harmless from, any their successors and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including 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 reasonable fees and disbursements of counsel to an Indemnified Person (including, to the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or arising out of any termination of the Loan Documents, the use or intended use Documents and payment of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 50obligations hereunder.

Costs and Expenses; Indemnification. Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), in connection with the negotiation, preparation, execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether Whether or not the transactions contemplated hereby shall be are consummated, each of Holdings the Class A Lenders, on a ratable basis, shall indemnify and Borrower hereby agrees to indemnify each Agentdefend the Class A Lender Representative-Related Person, each Lender, any Affiliate thereof Persons from and their respective directors, officers, employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, obligationsfines, losses, claims, damagescosts, penalties, actionsand damages, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the and all reasonable fees and disbursements of counsel to an Indemnified Person (includingattorneys, to the extent permitted hereinexperts, allocated or consultants and all other costs and expenses for internal legal servicesactually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), which may be at any time asserted against, imposed on, incurred byupon, or asserted against any Indemnified Person, in any way relating to or arising out of incurred by any of them (i) in connection with or as a result of or related to the Loan Documentsexecution and delivery, enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement or the use transactions contemplated hereby, and (ii) with respect to any investigation, litigation, or intended proceeding related to this Agreement or the use of the proceeds of the Loans credit provided hereunder (irrespective of whether any Class A Lender Representative-Related Person is a party thereto), or the transactions contemplated hereby any act, omission, event, or thereby, including with respect to circumstance in any investigation, litigation or other proceeding relating to any manner related thereto (each and all of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "“Class A Lender Indemnified Liabilities"”); provided provided, however, that neither Holdings nor Borrower no Class A Lender shall be liable for the payment to any Indemnified Class A Lender Representative-Related Person for of any portion of such Class A Lender Indemnified Liabilities resulting solely from such Indemnified Person's ’s gross negligence or willful misconduct. If and to Without limitation of the extent that the foregoing indemnification is for any reason held unenforceableforegoing, each Class A Lender shall reimburse Class A Lender Representative upon demand for such Class A Lender’s ratable share of Holdings any costs or out of pocket expenses (including attorneys, accountants, advisors, and Borrower agrees to make consultants fees and expenses) incurred by Class A Lender Representative in connection with the maximum contribution to preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under this Agreement. The undertaking in this Section 13.01(f) shall survive the payment of all Borrower Obligations under this Agreement and satisfaction the resignation or replacement of each of the Indemnified Liabilities which is permissible under applicable law. 50Class A Lender Representative.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket all costs and expenses of Agent and any the Lenders in connection with the waiver, amendment or enforcement of its Affiliatesthe Loan Documents (including, and without limitation, the reasonable fees and disbursements expenses of counsel for Prudential with respect thereto, with respect to Agent (excluding allocated costs advising the Lenders as to its rights and expenses for internal legal services)responsibilities, in connection with or the negotiationperfection, preparationprotection or preservation of rights or interests, execution and delivery of under the Loan Documents; , with respect to negotiations with the Borrower or with other creditors of the Borrower or any of its Subsidiaries arising out of any Default or any events 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 Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), the Lenders in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, whether in any action, suit or litigation, any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally or otherwise (including, without limitation, the reasonable fees and expenses of counsel for each Lender with respect thereto). (i) The Borrower agrees that it will indemnify and hold harmless the Lenders to the fullest extent permitted by law, from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (and any out-of-court workout and all actions, suits, proceedings and investigations in respect thereof and any and all legal or other refinancing costs, expenses and disbursements in giving testimony or restructuring furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any bankruptcy such action, proceeding or insolvency case or proceeding. In addition, investigation (whether or not in connection with litigation in which any of the Lenders is a party thereto), directly or indirectly, caused by, relating to, based upon, arising out of or in connection with (a) this Agreement and the other Loan Documents, (b) the Acquisition or (c) any untrue statement or alleged untrue statement of a material fact contained in, or omissions or alleged omissions from any filing with any governmental agency or similar statements or omissions in or from any information furnished by the Borrower or any of its Subsidiaries or Affiliates or the Acquired Business or any of its Subsidiaries or Affiliates to any of the Lenders or any other person in connection with this Agreement and the other Loan Documents or the Acquisition; provided, however, that such indemnity agreement shall not apply to any such loss, claim, damage, obligation, penalty, judgment, award, liability, cost, expense or disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of any of the Lenders. The Borrower also agrees that the Lenders shall have no liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower for or in connection with this Agreement and the other Loan Documents or the transactions contemplated hereby thereby including, without limitation, the Acquisition, except for any such losses, claims, damages, obligations, 59 56 penalties, judgments, awards, liabilities, costs, expenses and disbursements that are finally judicially determined by a court of competent jurisdiction (not subject to further appeal) to have resulted from the bad faith or gross negligence of any of the Lenders. (ii) The indemnification provisions in this Section shall be consummatedin addition to any liability which the Borrower may have to the Lenders or the Persons indemnified below in this sentence and shall extend to the following: the Lenders, each of Holdings and Borrower hereby agrees to indemnify each Agent-Related PersonPrudential, each Lender, any Affiliate thereof and their respective affiliated entities, directors, officers, employees, agentslegal counsel, counsel agents and other advisors controlling persons (each an "Indemnified Person") againstwithin the meaning of the federal securities laws), and hold each none of them harmless from, such indemnified persons shall be liable for any act or omission of any of the others. All references to "Lender(s)" in these indemnification provisions shall be understood to include any and all liabilitiesof the foregoing. (iii) If any action, obligationssuit, proceeding or investigation is commenced, as to which any indemnified party proposes to demand indemnification, it shall notify the Borrower with reasonable promptness; provided, however, that any failure by any indemnified party to so notify the Borrower shall not relieve the Borrower from its obligations hereunder. Prudential, on behalf of the Lenders, shall have the right to retain counsel of its choice to represent the Lenders, and the Borrower shall pay the fees, expenses and disbursement of such counsel; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Borrower and any counsel designated by the Borrower. The Borrower shall be liable for any settlement of any claim against any of the Lenders made with the Borrower's written consent, which consent shall not be unreasonably withheld. The Borrower shall not, without the prior written consent of Prudential, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to each of the Lenders of an unconditional and irrevocable release from all liability in respect of such claim. (iv) In order to provide for just and equitable contribution, if a claim for indemnification pursuant to the indemnification provisions contained in this Section is made but is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Borrower, on the one hand, and the Lenders, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties, actions, judgments, suitsawards, liabilities, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to which the extent permitted herein, allocated costs and expenses for internal legal services), which indemnified persons may be imposed onsubject in accordance with the relative benefits received by the Borrower, incurred byon the one hand, or asserted against any Indemnified Personand the Lenders, on the other hand, and also the relative fault of the Borrower, on the one hand, and the Lenders, on the other hand, in connection with the statements, acts or omissions which resulted in such 60 57 losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements and the relevant equitable considerations shall also be considered. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any way relating to or arising out of any of the Loan Documents, the use or intended use of the proceeds of the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of person who is not also found liable for such fraudulent misrepresentation. Notwithstanding the foregoing, irrespective none of whether the Indemnified Person Lenders shall be designated obligated to contribute any amount hereunder that exceeds the amount of fees previously received by such Lender pursuant to the Fee Letter. (v) Neither termination of the Commitments nor repayment of the Advances shall affect the indemnification provisions contained in this Section which shall then remain operative and in full force and effect. (c) If any payment of principal of any Advance is made by the Borrower to or for the account of a party thereto (Lender other than on the "Indemnified Liabilities"last day of the Interest Period for such Advance, as a result of a payment or conversion pursuant to Section 2.07(c); provided that neither Holdings nor Borrower shall be liable , acceleration of the maturity of the Notes pursuant to any Indemnified Person Section 6.01 or for any portion other reason, the Borrower shall, upon demand by such Lender, pay to such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence payment, including, without limitation, any loss (including loss of anticipated profits), cost or willful misconduct. If and to the extent that the foregoing indemnification is for any expense incurred by reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance. (d) If the Borrower fails to pay when due any costs, expenses or other amounts payable by it under applicable law. 50any Loan Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Borrower by any Lender, in its sole discretion.

Costs and Expenses; Indemnification. The Borrower agrees to pay on demand by Agent (i) the reasonable out-of-pocket costs and expenses of Agent and any of its Affiliates, and the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services), Bank in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Loan Documents; Documents and the other instruments and documents to be delivered hereunder or thereunder (ii) all costs not to exceed $ in legal fees of the Bank payable by the Borrower in connection with the instruments and expenses of Agent documents executed and its Affiliatesdelivered on or about the date hereof), and fees in connection with the recording or filing of any of the foregoing, and disbursements of counsel (excluding allocated costs in connection with the transactions contemplated hereby or thereby, and expenses for internal legal services), in connection with any amendments, modifications consents hereunder or waivers of or amendments hereto or thereto, including the terms of any Loan Documents, and (iii) all costs fees and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements counsel for the Bank with respect to all of counsel the foregoing (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In addition, whether or not the transactions contemplated hereby shall be are consummated). The Borrower further agrees to pay to the Bank or any other holder of the Obligations all costs and expenses (including court costs and attorneys' fees), each if any, incurred or paid by the Bank or any other holder of Holdings and the Obligations in connection with any Default or Event of Default or in connection with the enforcement of this Agreement or any of the other Loan Documents or any other instrument or document delivered hereunder or thereunder. The Borrower hereby further agrees to indemnify each Agent-Related Personthe Bank, each Lenderand any security trustee, any Affiliate thereof and their respective directors, officers, officers and employees, agents, counsel and other advisors (each an "Indemnified Person") against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, liabilities and expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Person (including, to without limitation, all expenses of litigation or preparation therefor, whether or not the extent permitted herein, allocated costs and expenses for internal legal services), indemnified Person is a party thereto) which any of them may be imposed on, incurred by, or asserted against any Indemnified Person, in any way relating to or payor incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Loan, other than those which arise from the Loans or the transactions contemplated hereby or thereby, including with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Person shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconductmisconduct of the party claiming indemnification. If and The Borrower, upon demand by the Bank at any time, shall reimburse the Bank for any legal or other expenses incurred in connection with investigating or defending against any of the foregoing except if the same is directly due to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to the payment and satisfaction of each gross negligence or willful misconduct of the Indemnified Liabilities which is permissible party to be indemnified. The obligations of the Borrower under applicable law. 50this Section shall survive the termination of this Agreement.

Costs and Expenses; Indemnification. (a) The Borrower agrees to pay on demand by Agent (i) the all reasonable out-of-pocket costs and expenses of the Administrative Agent and any of its Affiliatesin connection with the preparation, negotiation, syndication, and administration of the Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel to Agent (excluding allocated costs and expenses for internal legal services)the Administrative Agent, in connection with the negotiation, preparation, preparation and execution and delivery of the Loan Documents; (ii) all costs and expenses of Agent and its Affiliates, and fees and disbursements of counsel (excluding allocated costs and expenses for internal legal services), in connection with any amendments, modifications or waivers of the terms of any Loan Documents, and (iii) all costs and expenses of Agent, each Lender and their respective Affiliates, and fees and disbursements of counsel (including allocated costs and expenses for internal legal services), in connection with any Default, the enforcement or attempted enforcement of, and preservation of any rights or interests under, the Loan Documents, and any out-of-court workout amendment, waiver or other refinancing or restructuring or any bankruptcy or insolvency case or proceeding. In additionconsent related thereto, whether or not the transactions contemplated hereby shall be herein are consummated,. The Borrower agrees to pay to the Administrative Agent, the L/C Issuer, and each Lender, and any other holder of Holdings any Obligations outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent, the L/C Issuer, such Lender, or any such holder, including reasonable attorneys' fees and disbursements and court costs, in connection with any Default or Event of Default hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving the Borrower hereby or any Guarantor as a debtor thereunder). The Borrower further agrees to indemnify each the Administrative Agent-Related Person, the L/C Issuer, each Lender, and any Affiliate thereof security trustee therefor, and their respective directors, officers, employees, agents, counsel financial advisors, and other advisors consultants (each such Person being called an "Indemnified Person"“Indemnitee”) against, and hold each of them harmless from, any and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suitsliabilities and expenses (including, costswithout limitation, expenses or disbursements of any kind or nature whatsoever, including the all reasonable fees and disbursements of counsel to an Indemnified Person (includingfor any such Indemnitee and all reasonable expenses of litigation or preparation therefor, to whether or not the extent permitted herein, allocated costs and expenses for internal legal services), which may be imposed on, incurred byIndemnitee is a party thereto, or asserted against any Indemnified Person, in any way settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to any Loan Document or any of the Loan Documents, transactions contemplated thereby or the use direct or intended use indirect application or proposed application of the proceeds of any Revolving Loan or Letter of Credit, other than those which arise from the Loans gross negligence or willful misconduct of the party claiming indemnification. The Borrower, upon demand by the Administrative Agent, the L/C Issuer, or a Lender at any time, shall reimburse the Administrative Agent, the L/C Issuer, or such Lender for any reasonable legal or other expenses (including, without limitation, all reasonable fees and disbursements of counsel for any such Indemnitee) incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is directly due to the gross negligence or willful misconduct of the party to be indemnified. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or the other Loan Documents or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof. The obligations of the Borrower under this Section shall survive the termination of this Agreement. (b) The Borrower unconditionally agrees to forever indemnify, defend and hold harmless, and covenants not to sue for axx claim for contribution against, each Indemnitee for any damages, costs, loss or expense, including without limitation, response, remedial or removal costs and all fees and disbursements of counsel for any such Indemnitee, arising out of any of the following: (i) any presence, release, threatened release or disposal of any hazardous or toxic substance or petroleum by Whitestone REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (ii) the operation or violation of any investigationenvironmental law, litigation whether federal, state, or local, and any regulations promulgated thereunder, by Whitestone REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), (iii) any claim for personal injury or property damage in connection with Whitestone REIT, the Borrower or any Subsidiary or otherwise occurring on or with respect to its Property (whether owned or leased), and (iv) the inaccuracy or breach of any environmental representation, warranty or covenant by Whitestone REIT, the Borrower or any Subsidiary made herein or in any other proceeding Loan Document evidencing or securing any Obligations or setting forth terms and conditions applicable thereto or otherwise relating to any thereto, except for damages arising from the willful misconduct or gross negligence of the foregoing, irrespective of whether the Indemnified Person relevant Indemnitee. This indemnification shall be designated a party thereto (the "Indemnified Liabilities"); provided that neither Holdings nor Borrower shall be liable to any Indemnified Person for any portion of such Indemnified Liabilities resulting from such Indemnified Person's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, each of Holdings and Borrower agrees to make the maximum contribution to survive the payment and satisfaction of each all Obligations and the termination of this Agreement for a period of five (5) years, and shall remain in force beyond the expiration of any applicable statute of limitations and payment or satisfaction in full of any single claim under this indemnification. This indemnification shall be binding upon the successors and assigns of the Indemnified Liabilities which is permissible under applicable law. 50Borrower and shall inure to the benefit of each Indemnitee and its successors and assigns.