Common use of Fees and Expenses; Indemnification Clause in Contracts

Fees and Expenses; Indemnification. The Guarantor agrees to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trustee.

Fees and Expenses; Indemnification. The Guarantor agrees to pay to the Trust Class B Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Class B Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Class B Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Class B Preferred Guarantee Trustee in accordance with any provision of this Trust Class B Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Class B Preferred Guarantee or the earlier resignation or removal of the Trust Class B Preferred Guarantee Trustee.

Fees and Expenses; Indemnification. (a) The Guarantor agrees Lien Grantor will forthwith upon demand pay to the Collateral Agent: (i) the amount of any taxes that the Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket expenses, including transfer taxes and reasonable and documented fees and expenses of counsel and other experts, that the Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Lien Grantor shall have agreed in writing to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as Collateral Agent and that shall be agreed to in writing between the Guarantor have become due and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee payable in accordance with such written agreement; and (iv) the amount required to indemnify the Collateral Agent for, or hold it harmless and defend it against, any provision of this Trust Preferred Guarantee loss, liability or expense (including the reasonable compensation and the documented fees and expenses and disbursements of its counsel and any experts or sub-agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Personappointed by it hereunder) incurred without negligence or bad faith on its part, arising out of or suffered by the Collateral Agent in connection with the acceptance or administration of the trust or trusts hereunderSecurity Documents, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure loss, liability or expense arises from the Collateral Agent’s gross negligence or willful misconduct or a breach of any duty that the Collateral Agent has under this Agreement (after giving effect to provide notice materially prejudices the GuarantorSections 10 and 11). The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that Any such counsel shall be reasonably satisfactory amount not paid to the Indemnified Persons. The Guarantor Collateral Agent on demand will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent bear interest for each day thereafter until paid at a rate per annum equal to the entry sum of 2.00% plus the Base Rate for such day plus the Applicable Rate that would, in the absence of an Event of Default, be applicable to the Base Rate Loans for such day. (b) If any judgment transfer tax, documentary stamp tax or other tax is payable in connection with respect any transfer or other transaction provided for in the Security Documents, the Lien Grantor will pay such tax and provide any required tax stamps to any pending the Collateral Agent or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trusteeas otherwise required by law.

Fees and Expenses; Indemnification. (a) The Guarantor agrees Grantors, jointly and severally, agree to pay to upon demand the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor amount of any and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, including the fees, disbursements and advances incurred other charges of counsel and of any experts or made by Purchasers, which (i) the Trust Preferred Guarantee Trustee Purchaser may incur in accordance connection with (x) collecting against any provision Grantor or otherwise enforcing or preserving any rights under this Agreement and the other Transaction Documents, (y) the exercise, enforcement or protection of any of the rights of the Purchaser hereunder or (z) the failure of any Grantor to perform or observe any of the provisions hereof, and (ii) the Purchaser may incur in connection with (x) the administration of this Trust Preferred Guarantee Agreement (including the reasonable compensation customary fees and charges for any audits conducted by it or on its behalf with respect to the expenses and disbursements accounts receivable) or (y) the custody or preservation of, or the sale of, collection from or other realization upon any of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faiththe Collateral. The Guarantor Each Grantor agrees to indemnify each Indemnified Person forpay, and to hold each Indemnified Person save the Purchaser harmless againstfrom, any and all lossliabilities, liabilityobligations, damagelosses, claim damages, penalties, actions, judgments, suits, costs, expenses or expense (including taxes other than taxes based on the income disbursements of any such Indemnified Person) incurred without negligence kind or bad faith on its partnature whatsoever with respect to the execution, arising out of or in connection with the acceptance or delivery, enforcement, performance and administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except this Agreement to the extent the Seller would be required to do so pursuant to Section 7.05 of the Purchase Agreement. (b) The agreements in this Section shall survive repayment of the Secured Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents. (c) Each Grantor agrees that such failure to provide notice materially prejudices the Guarantor. The Guarantor provisions of Article III of the Purchase Agreement are hereby incorporated herein by reference, mutatis mutandis, and the Purchaser shall be entitled to appoint counsel rely on each of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trusteethem as if they were fully set forth herein.

Fees and Expenses; Indemnification. (a) All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Agent to any Person to realize upon any Collateral, shall be borne and paid by the Grantors. The Guarantor agrees to Borrowers will forthwith upon demand pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between Agent: (i) the Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income amount of any such Indemnified Persontaxes that the Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any reasonable and documented out-of-pocket costs and expenses incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance development, preparation, execution and administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the trust Transactions, including, without limitation, the reasonable fees, charges and disbursements of a single counsel to the Agent and Lenders (which shall be selected by the Agent) and, if applicable, one special or trusts hereunderlocal counsel in each applicable jurisdiction, including as appropriate and, in the case of a conflict of interest, Secured Parties may engage and be reimbursed for additional counsel; and (iii) the amount required to pay or reimburse each Secured Party, the Agent and each Lead Arranger for all its reasonable costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability incurred in connection with the exercise or performance enforcement of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of its powers one counsel selected by the Agent and, at any time after and during the continuance of an Event of Default, of one counsel to the Lenders and, if applicable, special or duties hereunderlocal counsel in each applicable jurisdiction, as appropriate, and, in the case of a conflict of interest, Secured Parties may engage and be reimbursed for additional counsel, as appropriate. Promptly after receipt Any such amount not paid to the Agent on demand will bear interest for each day thereafter until paid at the Default Rate. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrowers will pay such tax and provide any required tax stamps to the Agent or as otherwise required by an Indemnified Person of notice law. (c) The Borrowers shall indemnify each of the commencement of any actionSecured Parties, such Indemnified Person willtheir respective affiliates and the respective directors, if a claim in respect thereof is to be made against the Guarantorofficers, notify the Guarantor in writing agents and employees of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations foregoing (each an “Indemnitee”) in accordance with Section 14.2 of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee TrusteeCredit Agreement.

Fees and Expenses; Indemnification. (a) The Guarantor agrees Borrower will forthwith upon demand pay to the Administrative Agent: (i) the amount of any taxes that the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Credit Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Credit Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as Administrative Agent and that shall be agreed to in writing between the Guarantor have become due and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee payable in accordance with such written agreement; and (iv) the amount required to indemnify the Administrative Agent for, or hold it harmless and defend it against, any provision of this Trust Preferred Guarantee loss, liability or expense (including the reasonable compensation fees and the expenses and disbursements of its counsel and any experts or sub-agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Personappointed by it hereunder) incurred without negligence or bad faith on its part, arising out of or suffered by the Administrative Agent in connection with the acceptance or administration of the trust or trusts hereunderCredit Documents, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure loss, liability or expense directly and primarily arises from the Administrative Agent’s gross negligence or willful misconduct or a breach of any duty that the Administrative Agent has under this Agreement (after giving effect to provide notice materially prejudices the GuarantorSection 14). The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that Any such counsel shall be reasonably satisfactory amount not paid to the Indemnified Persons. The Guarantor Administrative Agent on demand will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent bear interest for each day thereafter until paid at a rate per annum equal to the entry of Weighted Average Rate in effect from time to time plus the Applicable Margin plus 2%. (b) If any judgment transfer tax, documentary stamp tax or other tax is payable in connection with respect any transfer or other transaction provided for in the Collateral Documents, the Borrower will pay such tax and provide any required tax stamps to any pending the Administrative Agent or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trusteeas otherwise required by law.

Fees and Expenses; Indemnification. (a) All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Collateral Agent to any Person to realize upon any Collateral, shall be borne and paid by the Grantors. The Guarantor agrees to Borrower will forthwith upon demand pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between Collateral Agent: (i) the Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income amount of any such Indemnified Persontaxes that the Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any reasonable and documented out-of-pocket costs and expenses incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance development, preparation, execution and administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the trust Transactions, including, without limitation, the reasonable fees, charges and disbursements of a single counsel to the Collateral Agent and Lenders (which shall be selected by the Collateral Agent) and, if applicable, one special or trusts hereunderlocal counsel in each applicable jurisdiction, including as appropriate and, in the case of a conflict of interest, Secured Parties may engage and be reimbursed for additional counsel; and (iii) the amount required to pay or reimburse each Secured Party and the Collateral Agent for all its reasonable costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability incurred in connection with the exercise or performance enforcement of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of its powers one counsel selected by the Collateral Agent and, at any time after and during the continuance of an Event of Default, of one counsel to the Lenders and, if applicable, special or duties hereunderlocal counsel in each applicable jurisdiction, as appropriate, and, in the case of a conflict of interest, Secured Parties may engage and be reimbursed for additional counsel, as appropriate. Promptly after receipt by an Indemnified Person of notice Any such amount not paid to the Collateral Agent on demand will bear interest for each day thereafter until paid at the rate provided for in Section 2.07 of the commencement of Credit Agreement. (b) If any actiontransfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such Indemnified Person will, if a claim in respect thereof is tax and provide any required tax stamps to be made against the Guarantor, notify the Guarantor in writing Collateral Agent or as otherwise required by law. (c) The Borrower shall indemnify each of the commencement thereof; provided thatSecured Parties, failure to give such prompt notice shall not impair their respective affiliates and the obligations respective directors, officers, agents and employees of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel foregoing (each an “Indemnitee”) in accordance with Section 9.05 of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee TrusteeCredit Agreement.

Fees and Expenses; Indemnification. The Guarantor a. Each Guarantor, jointly and severally, agrees to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon Administrative Agent and the Collateral Agent for its request for fees and expenses incurred hereunder to the extent provided in Section 10.04of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to the “Guarantors”. b. Without limitation of any other Obligations of any Guarantor or remedies of the Secured Parties under this Subsidiary Guaranty, each Guarantor shall indemnify and hold harmless each Indemnitee from and against (and will reimburse each Indemnitee, as and when incurred, for) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs), disbursements, and reasonable expenses, disbursements and advances incurred documented or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee invoiced out-of-pocket fees and expenses (including the reasonable compensation and documented fees, disbursements and other charges of (i) one counsel to the expenses Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict and disbursements thereafter retains its own counsel, of its agents another firm of counsel for each such affected Indemnitee in each relevant jurisdiction material to the interests of the Lenders and counsel)(iii) if necessary, except one local counsel in each jurisdiction material to the interests of the Indemnitees (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any such expense, disbursement Indemnitee in any way relating to or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance any Guaranteed Obligations or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance by reason of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement failure of any action, such Indemnified Person will, if a claim in respect thereof is Guaranteed Obligations to be made the legal, valid, binding obligations of any Loan Party enforceable against the Guarantor, notify the Guarantor such Loan Party in writing of the commencement thereofaccordance with its terms; provided thatthat such indemnity shall not, failure as to give such prompt notice shall not impair the obligations of the Guarantor hereunder except any Indemnitee, be available to the extent that such failure liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, disbursements, fees or expenses are determined by a court of competent jurisdiction in a final and non-appealable judgment to provide notice materially prejudices have resulted from (A) the Guarantorbad faith, gross negligence or willful misconduct of such Indemnitee or any of its Affiliates or controlling persons or any of the officers, directors, employees, agents, advisors, or members of any of the foregoing or (B) any dispute that is among Indemnitees (other than any dispute involving claims against the Administrative Agent and the Collateral Agent, or any other Agent, in each case in their respective capacities as such) that a court of competent jurisdiction has determined in a final and non-appealable judgment did not involve actions or omissions of any direct or indirect parent or controlling person of the Borrower or its Subsidiaries. c. Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Collateral Documents. The Guarantor shall be entitled to appoint counsel provisions of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive 13shall remain operative and in full force and effect regardless of the termination of this Trust Preferred Guarantee Subsidiary Guaranty, any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the other Guaranteed Obligations, the invalidity or the earlier unenforceability of any term or provision of this Subsidiary Guaranty or any other Loan Document any resignation or removal of the Trust Preferred Guarantee TrusteeAdministrative Agent or the Collateral Agent or any investigation made by or on behalf of the Administrative Agent and the Collateral Agent or any other Secured Party. All amounts due under this Section 13 shall be payable within 30 days after invoiced or demand therefor (with a reasonably detailed invoice with respect thereto).

Fees and Expenses; Indemnification. The Guarantor After the Closing Date, the Servicer covenants and agrees to pay to the Trust Preferred Guarantee Owner Trustee, the Paying Agent, the Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Indenture Trustee and any co-trustee of the Indenture Trustee or the Owner Trustee from time to time time, and the Owner Trustee, the Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee and any such compensation as co-trustee shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee entitled to, reasonable compensation for all services rendered by it hereunder each of them in the execution of the trusts created under the Trust Agreement and to the Indenture and in the exercise and performance of any of the powers and duties under the Trust Agreement or the Indenture, as the case may be, of the Owner Trustee, the Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee and any co-trustee, and the Servicer will pay or reimburse the Trust Preferred Guarantee Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee and any co-trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee or any co-trustee in accordance with any provision of the provisions of this Agreement, the Indenture, the Trust Preferred Guarantee Agreement, any other Basic Document or the Auction Agent Agreement (including which payment shall not be limited by any law in regards to the reasonable compensation and the expenses and disbursements of its agents and counsel), a trustee of an express trust) except any such expense, disbursement or advance as may be attributable to arise from its negligence, willful misconduct misfeasance or bad faith. The Guarantor agrees to indemnify each Indemnified Person forIn addition, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor Indenture Trustee shall be entitled to appoint counsel be reimbursed from the Servicer for all reasonable costs associated with the transfer of servicing from the Guarantor’s choice at the Guarantor’s expense predecessor servicer pursuant to represent the Indemnified Persons in any action for which indemnification is sought; providedSection 7.02 hereunder, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will notincluding, without limitation, any reasonable costs or expenses associated with the prior written consent complete transfer of all servicing data and the Indemnified Personscompletion, settle correction or compromise or consent to the entry manipulation of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification such servicing data as may be sought unless such settlement, compromise required by the Indenture Trustee to correct any errors or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit insufficiencies in the servicing data or proceeding. The obligations of otherwise to enable the Guarantor under this Section 7.02 shall survive Indenture Trustee or successor Servicer to service the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee TrusteeMortgage Loans properly and effectively.

Fees and Expenses; Indemnification. The Guarantor agrees to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as (a) Borrowers shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee reimburse Lender for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all lossfees, liabilitycosts and expenses including reasonable attorneys' fees and other professionals' fees, damageappraisal fees, claim field examination fees, and other expenses reasonably incurred or expense (including taxes other than taxes based on the income paid by Lender or any of any such Indemnified Person) incurred without negligence its officers, employees or bad faith on its part, arising out of or agents in connection with the acceptance preparation, negotiation, procurement, review, execution, amendment, modification or administration enforcement of this Agreement, the other Loan Documents and all other instruments, agreements, documents, policies, consents, waivers, subordinations, releases of liens, termination statements, satisfaction of mortgages, financing statements, lien searches, recordings, or filings related thereto from time to time, whether or not the UEC Acquisition or any other particular portion of the transactions contemplated during such negotiations is ultimately consummated. (b) If after receipt of any payment of all or part of the Obligations, Lender is for any reason compelled to surrender such payment to any Person because such payment is determined to be void or voidable as a preference, impermissible setoff, or diversion of trust funds, or trusts hereunderfor any other reason, including this Agreement shall continue in full force and effect and Borrowers shall be liable to, and shall indemnify, save and hold Lender, its officers, directors, attorneys, and employees harmless of and from the amount of such payment surrendered. The provisions of this Section shall be and remain effective notwithstanding any contrary action which may have been taken by Lender in reliance on such payment, and any such contrary action so taken shall be without prejudice to Lender's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment becoming final, indefeasible and irrevocable. In addition, Borrowers shall indemnify, defend, save and hold Lender, its Affiliates, and their respective officers, directors, attorneys, and employees harmless of, from and against all claims, demands, liabilities, judgments, losses, damages, costs and expenses expenses, joint or several (including reasonable legal all accounting fees and expensesreasonable attorneys' fees), that Lender or any such indemnified party may incur arising out of any or all of (a) this Agreement or any of defending itself againstthe other Loan Documents or any transaction arising or contemplated hereby, (b) any act taken by Lender hereunder or under any of the other Loan Documents, or investigating, (c) any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder Other Taxes except to the extent that of the willful misconduct or gross negligence of such failure to provide notice materially prejudices the Guarantorindemnified party, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. The Guarantor shall be entitled to appoint counsel provisions of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee TrusteeAgreement.

Fees and Expenses; Indemnification. The Guarantor agrees Grantor will pay all ---------------------------------- appraisal fees, filing and recording fees, inspection fees, survey fees, taxes (other than the Noteholder's income taxes), brokerage fees and commissions, abstract fees, title policy fees, uniform commercial code search fees, escrow fees, reasonable attorney's fees and all other costs and expenses of every character incurred by Grantor or the Noteholder in connection with the loan evidenced by the Note, either at the closing thereof or at any time during the term thereof, or otherwise attributable or chargeable to Grantor as owner of the Property, and will reimburse the Noteholder for all such costs and expenses incurred by it. Grantor shall pay all expenses and reimburse the Noteholder for any expenditures, including reasonable attorney's fees and legal expenses, incurred or expended in connection with (i) the breach by Grantor of any covenant herein or in any other instrument securing the payment of the Note, (ii) the Noteholder's exercise of any of its rights and remedies hereunder or under the Note or any other instrument securing the payment of the Note or the Noteholder's protection of the Property and its lien and security interest therein, or (iii) any amendments to this Deed of Trust, the Trust Preferred Guarantee Note or any other Loan Document or any matter requested by Grantor or any approval required hereunder. Grantor will indemnify and hold harmless the Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Noteholder (for purposes of this paragraph, the terms "the Trustee" and "the Noteholder" shall include the directors, officers, partners, employees and agents of the Trustee for and the Noteholder, respectively, and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with the Trustee and the Noteholder, respectively) from and against, and reimburse them for, all services rendered by it hereunder claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and to reimburse the Trust Preferred Guarantee Trustee upon its request for all expenses (including, without limitation, reasonable expensesattorney's fees) which may be imposed upon, disbursements and advances asserted against or incurred or made paid by the Trust Preferred Guarantee Trustee them by reason of, on account of or in accordance connection with any provision bodily injury or death or property damage occurring in or upon or in the vicinity of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except Property through any such expense, disbursement cause whatsoever or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based asserted against them on the income account of any such Indemnified Person) incurred without negligence act performed or bad faith omitted to be performed hereunder or on its part, account of any transaction arising out of or in connection any way connected with the acceptance Property or administration with this Deed of Trust, the Note or any other instrument securing the payment of the trust or trusts hereunderNote. WITHOUT LIMITATION, including the costs and expenses IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (including reasonable legal fees and expensesINCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES) of defending itself againstWHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY OR ANY STRICT LIABILITY. HOWEVER, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderSUCH INDEMNITIES SHALL NOT APPLY TO ANY INDEMNIFIED PARTY TO THE EXTENT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice The foregoing indemnities shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; providedterminate upon release, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle foreclosure or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the other termination of this Deed of Trust Preferred Guarantee but will survive foreclosure of this Deed of Trust or conveyance in lieu of foreclosure and the earlier resignation or removal repayment of the secured indebtedness and the discharge and release of this Deed of Trust Preferred Guarantee Trusteeand the other documents evidencing and/or securing the secured indebtedness. Any amount to be paid under this subparagraph by Grantor to the Noteholder and/or the Trustee shall be a demand obligation owing by Grantor to the Noteholder and/or the Trustee and shall be subject to and governed by the provisions of Paragraph 2.3 hereof.

Fees and Expenses; Indemnification. The Guarantor agrees to Grantor will pay to all appraisal fees, filing and recording fees, inspection fees, survey fees, taxes (excluding taxes imposed on the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to net income of the Collateral Agent by a taxing authority in writing between the Guarantor and jurisdiction of organization of the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse Collateral Agent or in a jurisdiction in which the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred Collateral Agent has an office or made by the Trust Preferred Guarantee Trustee in accordance with any provision fixed place of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counselbusiness), except any such expensebrokerage fees and commissions, disbursement or advance as may be attributable to its negligenceabstract fees, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person fortitle policy fees, uniform commercial code search fees, escrow fees, reasonable attorneys’ fees, and to hold each Indemnified Person harmless against, any all other costs and all loss, liability, damage, claim expenses of every character incurred by Grantor or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or Collateral Agent in connection with the acceptance Indebtedness, either at the closing thereof or administration at any time during the term thereof, or otherwise attributable or chargeable to Grantor as owner of the trust or trusts hereunderMortgaged Property, including and will reimburse the Collateral Agent for all such costs and expenses (including incurred by the Collateral Agent. Grantor shall pay all expenses and reimburse the Collateral Agent for any expenditures, including, without limitation, reasonable legal attorneys’ fees and legal expenses) of defending itself against, incurred or investigating, any claim or liability expended in connection with (i) the breach by Grantor of any covenant herein or in any other Loan Document; (ii) the Collateral Agent’s exercise or performance of any of its powers rights and remedies hereunder or duties under the Notes or any other Loan Document or the Collateral Agent’s protection of the Mortgaged Property and its lien and security interest therein; or (iii) any amendments to this Mortgage, the Notes or any other Loan Document or any matter requested by Grantor or any approval required hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of Grantor will indemnify and hold harmless Mortgagee and any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action Creditor (for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination purposes of this Trust Preferred Guarantee or Subparagraph, the earlier resignation or removal of the Trust Preferred Guarantee Trustee.terms “Mortgagee” and

Fees and Expenses; Indemnification. (a) All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Agent to any Person to realize upon any Collateral, shall be borne and paid by the Grantors. The Guarantor agrees to Borrower will forthwith upon demand pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between Agent: (i) the Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income amount of any such Indemnified Persontaxes that the Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any reasonable and documented out-of-pocket costs and expenses incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance development, preparation, execution and administration of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the trust Transactions, including, without limitation, the reasonable fees, charges and disbursements of a single counsel to the Agent and Lenders (which shall be selected by the Agent) and, if applicable, one special or trusts hereunderlocal counsel in each applicable jurisdiction, including as appropriate and, in the case of a conflict of interest, Secured Parties may engage and be reimbursed for additional counsel; and (iii) the amount required to pay or reimburse each Secured Party and the Agent for all its reasonable costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability incurred in connection with the exercise or performance enforcement of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of its powers one counsel selected by the Agent and, at any time after and during the continuance of an Event of Default, of one counsel to the Lenders and, if applicable, special or duties hereunderlocal counsel in each applicable jurisdiction, as appropriate, and, in the case of a conflict of interest, Secured Parties may engage and be reimbursed for additional counsel, as appropriate. Promptly after receipt Any such amount not paid to the Agent on demand will bear interest for each day thereafter until paid at the Default Rate. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Borrower will pay such tax and provide any required tax stamps to the Agent or as otherwise required by an Indemnified Person of notice law. (c) The Borrower shall indemnify each of the commencement of any actionSecured Parties, such Indemnified Person willtheir respective affiliates and the respective directors, if a claim in respect thereof is to be made against the Guarantorofficers, notify the Guarantor in writing agents and employees of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations foregoing (each an “Indemnitee”) in accordance with Section 14.2 of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee TrusteeLoan Agreement.

Fees and Expenses; Indemnification. (a) The Guarantor agrees Lien Grantor will forthwith upon demand pay to the Collateral Agent: (i) the amount of any taxes that the Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Lien Grantor shall have agreed in writing to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as Collateral Agent and that shall be agreed to in writing between the Guarantor have become due and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee payable in accordance with such written agreement; and (iv) the amount required to indemnify the Collateral Agent for, or hold it harmless and defend it against, any provision of this Trust Preferred Guarantee loss, liability or expense (including the reasonable compensation fees and the expenses and disbursements of its counsel and any experts or sub-agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Personappointed by it hereunder) incurred without negligence or bad faith on its part, arising out of or suffered by the Collateral Agent in connection with the acceptance or administration of the trust or trusts hereunderSecurity Documents, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure loss, liability or expense arises from the Collateral Agent’s gross negligence or willful misconduct or a breach of any duty that the Collateral Agent has under this Agreement (after giving effect to provide notice materially prejudices the GuarantorSections 10 and 11). The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that Any such counsel shall be reasonably satisfactory amount not paid to the Indemnified Persons. The Guarantor Collateral Agent on demand will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent bear interest for each day thereafter until paid at a rate per annum equal to the entry sum of 2.00% plus the Alternate Base Rate for such day plus the Applicable Rate that would, in the absence of an Event of Default, be applicable to the Base Rate Loans for such day. (b) If any judgment transfer tax, documentary stamp tax or other tax is payable in connection with respect any transfer or other transaction provided for in the Security Documents, the Lien Grantor will pay such tax and provide any required tax stamps to any pending the Collateral Agent or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trusteeas otherwise required by law.

Fees and Expenses; Indemnification. (a) The Guarantor agrees Borrower will forthwith upon demand pay to the Lender: (i) the amount of any taxes that the Lender may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Lender may incur in connection with (x) the administration or enforcement of the Credit Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Lender of any of its rights or powers under the Credit Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as Lender and that shall be agreed to in writing between the Guarantor have become due and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee payable in accordance with such written agreement; and (iv) the amount required to indemnify the Lender for, or hold it harmless and defend it against, any provision of this Trust Preferred Guarantee loss, liability or expense (including the reasonable compensation fees and the expenses and disbursements of its counsel and any experts or sub-agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Personappointed by it hereunder) incurred without negligence or bad faith on its part, arising out of or suffered by the Lender in connection with the acceptance or administration of the trust or trusts hereunderCredit Documents, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure loss, liability or expense directly and primarily arises from the Lender’s gross negligence or willful misconduct or a breach of any duty that the Lender has under this Agreement (after giving effect to provide notice materially prejudices the GuarantorSection 14). The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that Any such counsel shall be reasonably satisfactory amount not paid to the Indemnified Persons. The Guarantor Lender on demand will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent bear interest for each day thereafter until paid at a rate per annum equal to the entry of Weighted Average Rate in effect from time to time plus the Applicable Margin plus 2%. (b) If any judgment transfer tax, documentary stamp tax or other tax is payable in connection with respect any transfer or other transaction provided for in the Collateral Documents, the Borrower will pay such tax and provide any required tax stamps to any pending the Lender or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trusteeas otherwise required by law.

Fees and Expenses; Indemnification. The Guarantor Each Guarantor, jointly and severally, agrees to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon Administrative Agent for its request for all reasonable expensesfees and expenses incurred hereunder to the extent provided in Section 10.04 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to the “Guarantors.” Without limitation of any other Obligations of any Guarantor or remedies of the Secured Parties under this Guaranty, disbursements each Guarantor shall, to the fullest extent permitted by applicable law, indemnify, defend and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation save and the expenses hold harmless each Indemnitee from and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person foragainst, and to hold each Indemnified Person harmless againstshall pay as and when incurred, any and all lossliabilities, liabilityobligations, damagelosses, claim or expense damages, penalties, claims, demands, actions, judgments, suits, costs (including taxes settlement costs), disbursements, and reasonable and documented or invoiced out-of-pocket fees and expenses (including the fees, disbursements and other than taxes based on charges of (i) one counsel to the income Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee and (iii) if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions and special counsel for each relevant specialty) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnified Person) incurred without negligence Indemnitee in any way relating to or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance as a result of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement failure of any action, such Indemnified Person will, if a claim in respect thereof is Guaranteed Obligations to be made against the Guarantorlegal, notify the Guarantor in writing of the commencement thereof; provided thatvalid, failure to give such prompt notice shall not impair the binding obligations of any Loan Party enforceable against such Loan Party in accordance with its terms. Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the GuarantorCollateral Documents. The Guarantor shall be entitled to appoint counsel provisions of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 13 shall survive remain operative and in full force and effect regardless of the termination of this Trust Preferred Guarantee Guaranty, any other Loan Document, any Letter of Credit, any Secured Hedge Agreement or any Secured Cash Management Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Guaranty or any other Loan Document or any document governing any of the Obligations arising under any Secured Hedge Agreements or any Secured Cash Management Agreement, any resignation of the Administrative Agent or the earlier resignation Collateral Agent or removal any investigation made by or on behalf of the Trust Preferred Guarantee TrusteeAdministrative Agent or any other Secured Party. All amounts due under this Section 13 shall be payable within twenty (20) Business Days after written demand therefor.

Fees and Expenses; Indemnification. The Guarantor (a) Borrower agrees to pay upon demand to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor Lender die amount of (i) any and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation fees, disbursements and other charges of its counsel and of any experts or agents, that Lender may incur in connection with the preparation, negotiation, execution and administration of the Loan Documents and any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) any and all out-of-pocket expenses including the fees, charges and disbursements of any counsel for Lender that Lender may incur in connection with the enforcement or protection of its rights in connection with the Loan Documents (including its rights under this Section 12.04) or the Loan, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Loan. (b) Borrower hereby indemnifies Lender, its officers, directors, employees and agents and counsel)(each, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person foran "Indemnitee") against, and to hold holds each Indemnified Person of them harmless againstfrom, any and all losslosses, liabilityclaims, damagedamages, claim liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or expense (including taxes other than taxes based on the income asserted against any of any such Indemnified Person) incurred without negligence or bad faith on its part, them arising out of or of, in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself againstany way connected with, or investigatingas a result of, any claim or liability in connection with the exercise execution, delivery or performance of any of its powers Loan Document or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any actionclaim, such Indemnified Person willlitigation, if investigation or proceeding relating hereto or thereto, whether or not any Indemnitee is a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereofparty thereto; provided thatthat such indemnity shall not, failure as to give such prompt notice shall not impair the obligations of the Guarantor hereunder except any Indemnitee, be available to the extent that such failure losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to provide notice materially prejudices have resulted from the Guarantor. gross negligence or willful misconduct of such Indemnitee. (c) The Guarantor provisions of this Section shall be entitled to appoint counsel remain operative and in full force and effect regardless of the Guarantor’s choice at termination of any Loan Document, the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent consummation of the Indemnified Personstransactions contemplated hereby or thereby, settle or compromise or consent to the entry repayment of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor loans or advances under this Agreement, or the invalidity or unenforceability of any term or provision of this Agreement. All amounts due under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trusteebe payable on written demand therefor.

Fees and Expenses; Indemnification. (a) The Guarantor agrees to Company will pay (i) the reasonable and documented legal and other professional fees and costs of the Collateral Agent and one primary counsel and one local counsel, if applicable, in each applicable jurisdiction, for the Collateral Agent with respect to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor administration of this Agreement and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expensestransactions contemplated hereby (including, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel)without limitation, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee TrusteeCollateral Agent and the appointment of a successor Collateral Agent in accordance with the terms hereof), the preservation of any of its respective rights under the this Agreement or in connection with any amendments, waivers or consents or other implementation and administrative actions required under this Agreement, (ii) all fees payable to the Collateral Agent in connection with the performance of its duties under this Agreement in accordance with its fee letter, (iii) all actual out-of-pocket costs and expenses incurred by the Collateral Agent in connection with the enforcement of any of its (or any Secured Party’s) rights or remedies under this Agreement, any Secured Transaction Document or the Acknowledgment Agreement following the occurrence of a Default or an Event of Default (including the reasonable and documented fees and costs of its legal counsel) and (iv) without limiting the preceding clause, all other actual, reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent in connection with the administration of the transactions contemplated hereby, the preservation of its rights under this Agreement, any other Security Document, any Secured Transaction Document and the Acknowledgment Agreement and/or the performance of its duties hereunder or thereunder and any consents, amendments, waivers or other modifications thereto and the transactions contemplated hereby or thereby. Without limiting the obligations of the Company hereunder and to the extent that the Company fails to pay any of the costs, expenses or other amounts due and payable by it to the Collateral Agent in accordance with the provisions of this Section 4.06(a), the LC Facility Lenders and Xxxx shall pay such costs, expenses and/or other amounts, in each case to the same extent (and subject to the same exceptions or limitations) as is required of the Company under this Section 4.06(a) in accordance with their pro rata share of their respective Secured Obligations. (b) [Reserved]. (c) The Company shall indemnify the Collateral Agent and each of its Affiliates, permitted successors and permitted assigns and the officers, directors, employees, attorneys, agents, advisors, controlling Persons and partners of each of the foregoing (each, an “Indemnitee”) from and hold each of them harmless from and against all reasonable and documented costs, expenses (including reasonable and documented fees, disbursements and other charges of one primary legal counsel and one local legal counsel, if applicable, in each applicable jurisdiction, acting for the Collateral Agent) and liabilities of such Indemnitee arising out of or relating to any claim or any litigation or other proceeding (each, a “Claim”) that relates to the transactions contemplated in this Agreement, the other Security Documents, any other Secured Transaction Document and/or the Acknowledgment Agreement or any transactions in connection therewith; provided, that no Indemnitee will be indemnified for any cost, expense or liability to the extent determined in the final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from its (or its officers’, directors’, employees’, advisors’ or controlling Persons’) bad faith, gross negligence or willful misconduct. Without limiting the obligations of the Company hereunder and to the extent that the Company fails to indemnify the Collateral Agent or any other Indemnitee in accordance with the provisions of this Section 4.06(c), the LC Facility Lenders and Xxxx shall indemnify the Collateral Agent or the other Indemnitee, as applicable, in each case to the same extent (and subject to the same exceptions or limitations) as is required of the Company under this Section 4.06(c) in accordance with their pro rata share of their respective Secured Obligations. (d) Without limiting the generality of Section 4.06(c) above, the Company hereby agrees to indemnify each Indemnitee from and will hold each Indemnitee harmless against, any Claim arising from any actual or alleged presence or threatened discharge or release of any hazardous materials into the environment on or from any property owned or operated by the Company or any Environmental Claims related to the Collateral, but excluding any such Claims under this Section 4.06(d) based on the bad faith, gross negligence or willful misconduct of any such Indemnitee (or its officers, directors, employees, advisors or controlling Persons), in each case, as determined pursuant to a final, non-appealable judgment by a court of competent jurisdiction. (e) To the extent that the undertaking in the preceding paragraphs of this Section 4.06 may be unenforceable because it violates any law or public policy, subject to the limitations set forth in the preceding clauses of this Section 4.06, the Company will contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of such undertaking. (f) All sums paid and costs incurred by any Indemnitee with respect to any matter indemnified hereunder shall be added to the Secured Obligations and be secured by the Security Documents and, unless otherwise provided, shall be due and payable within ten (10) Business Days following receipt by the Company of written demand accompanied by reasonable documentation. Each such Indemnitee shall promptly notify the Company in a timely manner of any such amounts payable by the Company hereunder together with reasonable details and calculation thereof; provided, that any failure to provide such notice shall not affect the Company’s obligations under this Section 4.06. (g) The provisions of this Section 4.06 shall survive termination of this Agreement and the resignation or removal of the Collateral Agent.

Fees and Expenses; Indemnification. The Guarantor agrees to pay to the Trust Class B Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Class B Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Class B Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Class B Preferred Guarantee Trustee in accordance with any provision of this Trust Class B Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, that failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Class B Preferred Guarantee or the earlier resignation or removal of the Trust Class B Preferred Guarantee Trustee.

Fees and Expenses; Indemnification. The Guarantor (a) Each Guarantor, jointly and severally, agrees to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon Administrative Agent for its request for all reasonable expensesfees and expenses incurred hereunder to the extent provided in Section 10.04 of the Credit Agreement; provided that each reference therein to the “Borrowers” shall be deemed to be a reference to the “Guarantors.” (b) Without limitation of any other Obligations of any Guarantor or remedies of the Secured Parties under this Guaranty, disbursements each Guarantor shall, to the fullest extent permitted by applicable law, indemnify, defend and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation save and the expenses hold harmless each Indemnitee from and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person foragainst, and to hold each Indemnified Person harmless againstshall pay as and when incurred, any and all lossliabilities, liabilityobligations, damagelosses, claim or expense damages, penalties, claims, demands, actions, judgments, suits, costs (including taxes settlement costs), disbursements, and reasonable and documented or invoiced out-of-pocket fees and expenses (including the fees, disbursements and other than taxes based on charges of (i) one counsel to the income Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee and (iii) if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnified Person) incurred without negligence Indemnitee in any way relating to or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance as a result of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement failure of any action, such Indemnified Person will, if a claim in respect thereof is Guaranteed Obligations to be made against the Guarantorlegal, notify the Guarantor in writing of the commencement thereof; provided thatvalid, failure to give such prompt notice shall not impair the binding obligations of any Loan Party enforceable against such Loan Party in accordance with its terms. (c) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the GuarantorCollateral Documents. The Guarantor shall be entitled to appoint counsel provisions of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 13 shall survive remain operative and in full force and effect regardless of the termination of this Trust Preferred Guarantee Agreement, any other Loan Document, any Letter of Credit, any Secured Hedge Agreement or any Secured Cash Management Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the other Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any document governing any of the Obligations arising under any Secured Hedge Agreements or any Secured Cash Management Agreement, any resignation of the Administrative Agent or the earlier resignation Collateral Agent or removal any investigation made by or on behalf of the Trust Preferred Guarantee TrusteeAdministrative Agent or any other Secured Party. All amounts due under this Section 13 shall be payable within twenty (20) Business Days after written demand therefor.

Fees and Expenses; Indemnification. The Guarantor agrees to pay (a) Subject to the Trust Preferred Guarantee Trustee from time relevant limitations set out in Schedule I (Provisions applicable to time such compensation as shall be agreed to in writing between the Guarantor certain Guarantors that are Foreign Subsidiaries), each Guarantor, jointly and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and severally, agrees to reimburse the Trust Preferred Guarantee Trustee upon Administrative Agent for its request for all reasonable expensesfees and expenses incurred hereunder to the extent provided in Section 10.04 of the Credit Agreement; provided that each reference therein to the “Borrowers” shall be deemed to be a reference to the “Guarantors.” (b) Without limitation of any other Obligations of any Guarantor or remedies of the Secured Parties under this Guaranty, disbursements each Guarantor shall, to the fullest extent permitted by applicable law and advances incurred or made by subject to the Trust Preferred Guarantee Trustee relevant limitations set out in accordance with any provision of this Trust Preferred Guarantee Schedule I (including the reasonable compensation and the expenses and disbursements of its agents and counselProvisions applicable to certain Guarantors that are Foreign Subsidiaries), except any such expenseindemnify, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify defend and save and hold harmless each Indemnified Person forIndemnitee from and against, and to hold each Indemnified Person harmless againstshall pay as and when incurred, any and all lossliabilities, liabilityobligations, damagelosses, claim or expense damages, penalties, claims, demands, actions, judgments, suits, costs (including taxes settlement costs), disbursements, and reasonable and documented or invoiced out-of-pocket fees and expenses (including the fees, disbursements and other than taxes based on charges of (i) one counsel to the income Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee and (iii) if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and special counsel for each relevant specialty) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnified Person) incurred without negligence Indemnitee in any way relating to or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance as a result of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement failure of any action, such Indemnified Person will, if a claim in respect thereof is Guaranteed Obligations to be made against the Guarantorlegal, notify the Guarantor in writing of the commencement thereof; provided thatvalid, failure to give such prompt notice shall not impair the binding obligations of any Loan Party enforceable against such Loan Party in accordance with its terms. (c) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the GuarantorCollateral Documents. The Guarantor shall be entitled to appoint counsel provisions of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 13 shall survive remain operative and in full force and effect regardless of the termination of this Trust Preferred Guarantee Agreement, any other Loan Document, any Letter of Credit, any Secured Hedge Agreement or any Secured Cash Management Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the other Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any document governing any of the Obligations arising under any Secured Hedge Agreements or any Secured Cash Management Agreement, any resignation of the Administrative Agent or the earlier resignation Collateral Agent or removal any investigation made by or on behalf of the Trust Preferred Guarantee TrusteeAdministrative Agent or any other Secured Party. All amounts due under this Section 13 shall be payable within twenty (20) Business Days after written demand therefor.

Fees and Expenses; Indemnification. The Guarantor agrees to pay 9.1. GraniteShares Advisors LLC or an affiliate of GraniteShares Advisors LLC will bear the expenses relating to the Trust Preferred Guarantee Trustee from time Reorganization, whether or not the Reorganization is consummated. The costs of the Reorganization shall include, but shall not be limited to, costs associated with organizing the Acquiring Fund, preparation, printing and distribution of the Proxy Statement for the Reorganization, legal fees, accounting fees, and expenses of soliciting Existing Fund shareholders and holding meetings of the Existing Fund shareholders (and adjournments thereof). For the avoidance of doubt, neither the Acquiring Fund nor the Existing Fund will bear the expenses relating to time such compensation as shall be agreed to in writing between the Guarantor Reorganization. 9.2. GraniteShares Trust, out of the Acquiring Fund's assets and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee property (including any amounts paid to the reasonable compensation and the expenses and disbursements of its agents and counselAcquiring Fund pursuant to any applicable liability insurance policies), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, ESS and the members of ESS' Board of Trustees and ESS' officers from and against any and all losslosses, liabilityclaims, damagedamages, claim liabilities or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including including, without limitation, the payment of reasonable legal fees and expensesreasonable costs of investigation) to which ESS and those board members and officers may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of defending itself againstor is based on (a) any breach by GraniteShares Trust, or investigatingon behalf of the Acquiring Fund, any claim or liability in connection with the exercise or performance of any of its powers representations, warranties, covenants or duties hereunderagreements set forth in this Agreement or (b) insofar as they relate to the Reorganization, any act, error, omission, neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done or attempted to be committed by GraniteShares Trust or the members of GraniteShares Trust's Board of Trustees or its officers prior to the Closing, provided that such indemnification by GraniteShares Trust is not (i) in violation of any applicable law or (ii) otherwise prohibited as a result of any applicable order or decree issued by any governing regulatory authority or court of competent jurisdiction. 9.3. Promptly after receipt by an Indemnified Person of notice ESS, out of the commencement Existing Fund's assets and property (including any amounts paid to the Existing Fund pursuant to any applicable liability insurance policies), agrees to indemnify and hold harmless GraniteShares Trust and the members of GraniteShares Trust's Board of Trustees and its officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which GraniteShares Trust and those board members and officers may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on (a) any breach by ESS, on behalf of the Existing Fund, of any actionof its representations, such Indemnified Person willwarranties, if a claim covenants or agreements set forth in respect thereof is this Agreement or (b) insofar as they relate to the Reorganization, any act, error, omission, neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done or attempted to be made against committed by ESS or the Guarantor, notify the Guarantor in writing members of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations ESS' Board of the Guarantor hereunder except Trustees or its officers prior to the extent Closing, provided that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons indemnification by ESS is not (i) in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry violation of any judgment with respect to applicable law or (ii) otherwise prohibited as a result of any pending applicable order or threatened claim, action, suit decree issued by any governing regulatory authority or proceeding in respect court of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trusteecompetent jurisdiction.

Fees and Expenses; Indemnification. (a) The Guarantor agrees Guarantors, jointly and severally, agree to pay to upon demand the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor amount of any and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, including the fees, disbursements and advances incurred other charges of counsel and of any experts or made agents, which (i) any Secured Creditor may incur in connection with (x) collecting against any Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents, (y) the exercise, enforcement or protection of any of the rights of such Secured Creditor hereunder or (z) the failure of any Guarantor to perform or observe any of the provisions hereof, and (ii) the Agent may incur in connection with (x) the administration of this Agreement or (y) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral. (b) In consideration of the execution and delivery of this Agreement by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation Agent and the expenses and disbursements of its agents and counsel)agreement to extend the Loans to the Borrowers under the Credit Agreement, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The each Guarantor hereby agrees to indemnify indemnify, exonerate and hold the Agent, the Lender and each Indemnified Person forof the officers, directors, employees, Affiliates, controlling persons, advisors and to hold agents of the Agent and the Lender (each Indemnified Person a “Lender Party”) free and harmless against, from and against any and all lossactions, liabilitycauses of action, damagesuits, claim losses, liabilities (including, without limitation, strict liabilities), obligations, damages, penalties, judgments, fines, disbursements, expenses and costs, including Legal Costs (collectively, the “Indemnified Liabilities”), incurred by the Lender Parties or expense asserted against the Lender Party by any Person (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding brought by any Holder, the Borrowers, any other Loan Party or any Lender Party) as a result of, or arising out of, or relating to the execution, delivery, performance, administration or enforcement of this Agreement, except to the extent any such Indemnified Liabilities result from the applicable Lender Party’s own gross negligence or willful misconduct, in respect either case as determined by a court of which indemnification competent jurisdiction in a final, non-appealable determination. If and to the extent that the foregoing undertaking may be sought unless such settlementunenforceable for any reason, compromise or consent includes an unconditional release each Guarantor hereby agrees to make the maximum contribution to the payment and satisfaction of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor Indemnified Liabilities which is permissible under Applicable Law. All obligations provided for in this Section 7.02 8.09 shall survive repayment of the Loan, cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Trust Preferred Guarantee or the earlier resignation or removal Agreement. (c) The agreements in this Section 8.09 shall survive repayment of the Trust Preferred Guarantee TrusteeObligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Fees and Expenses; Indemnification. The Guarantor agrees Grantor will pay all appraisal fees, filing and recording fees, inspection fees, survey fees, taxes, brokerage fees and commissions, abstract fees, title policy fees, uniform commercial code search fees, escrow fees, attorney’s fees and all other costs and expenses of every character incurred by Grantor or the Beneficiary in connection with the loan evidenced by the Note, either at the closing thereof or at any time during the term thereof, or otherwise attributable or chargeable to Grantor as owner of the Property, and will reimburse the Beneficiary for all such costs and expenses incurred by it. Grantor shall pay all expenses and reimburse the Beneficiary for any expenditures, including reasonable attorney’s fees and legal expenses, incurred or expended in connection with (i) the breach by Grantor of any covenant herein or in any other instrument securing the payment of the Note, (ii) the Beneficiary’s exercise of any of its rights and remedies hereunder or under the Note or any other instrument securing the payment of the Note or the Beneficiary’s protection of the Property and its lien and security interest therein, or (iii) any amendments to this Deed of Trust, the Trust Preferred Guarantee Note or any other Loan Document or any matter requested by Grantor or any approval required hereunder. Grantor will indemnify and hold harmless the Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Beneficiary (for purposes of this paragraph, the terms “the Trustee” and “the Beneficiary” shall include the directors, officers, partners, employees and agents of the Trustee for and the Beneficiary, respectively, and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with the Trustee and the Beneficiary, respectively) from and against, and reimburse them for, all services rendered by it hereunder claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and to reimburse the Trust Preferred Guarantee Trustee upon its request for all expenses (including, without limitation, reasonable expensesattorney’s fees) which may be imposed upon, disbursements and advances asserted against or incurred or made paid by the Trust Preferred Guarantee Trustee them by reason of, on account of or in accordance connection with any provision bodily injury or death or property damage occurring in or upon or in the vicinity of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except Property through any such expense, disbursement cause whatsoever or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based asserted against them on the income account of any such Indemnified Person) incurred without negligence act performed or bad faith omitted to be performed hereunder or on its part, account of any transaction arising out of or in connection any way connected with the acceptance Property or administration with this Deed of Trust, the Note or any other instrument securing the payment of the trust or trusts hereunderNote. WITHOUT LIMITATION, including the costs and expenses IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (including reasonable legal fees and expensesINCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES) of defending itself againstWHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY OR ANY STRICT LIABILITY. HOWEVER, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderSUCH INDEMNITIES SHALL NOT APPLY TO ANY INDEMNIFIED PARTY TO THE EXTENT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice The foregoing indemnities shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; providedterminate upon release, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle foreclosure or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the other termination of this Deed of Trust Preferred Guarantee but will survive foreclosure of this Deed of Trust or conveyance in lieu of foreclosure and the earlier resignation or removal repayment of the secured indebtedness and the discharge and release of this Deed of Trust Preferred Guarantee Trusteeand the other documents evidencing and/or securing the secured indebtedness. Any amount to be paid under this subparagraph by Grantor to the Beneficiary and/or the Trustee shall be a demand obligation owing by Grantor to the Beneficiary and/or the Trustee and shall be subject to and governed by the provisions of Paragraph 2.3 hereof.

Fees and Expenses; Indemnification. The Guarantor (a) QSC shall forthwith upon demand pay to the Collateral Agent the amount of any fees that QSC shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement. QSC agrees to pay to the Trust Preferred Guarantee Trustee from Collateral Agent forthwith upon demand (in each case, at any time to time such compensation as shall be agreed to in writing between when the Guarantor Senior Collateral Agent and the Trust Preferred Guarantee Trustee for all services rendered Collateral Agent are the same Person, without duplication of amounts paid under Section 23 of the Senior Security Agreement): (i) the amount of any taxes that the Collateral Agent may have been required to pay by it hereunder reason of the Transaction Liens or to free any Collateral from any other Lien thereon that is prohibited by any Secured Agreement; (ii) the amount of any and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable out-of-pocket expenses, disbursements including transfer taxes and advances reasonable fees and expenses of counsel and other experts, that the Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such reasonable expenses as are incurred to preserve the value of the Collateral or made the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Trust Preferred Guarantee Trustee Collateral Agent of any of its rights or powers under and in accordance with the Security Documents; and (iii) the amount required to indemnify the Collateral Agent for, or hold it harmless and defend it against (in each case, to the extent permitted by law), any provision of this Trust Preferred Guarantee loss, liability or expense (including the reasonable compensation fees and the expenses and disbursements of its counsel and any experts or sub-agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Personappointed by it hereunder) incurred without negligence or bad faith on its part, arising out of or suffered by the Collateral Agent in connection with the acceptance or administration of the trust or trusts hereunderSecurity Documents, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices loss, liability or expense arises from the GuarantorCollateral Agent's gross negligence or willful misconduct. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that Any such counsel shall be reasonably satisfactory amount not paid to the Indemnified Persons. The Guarantor Collateral Agent on demand will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent bear interest for each day thereafter until paid at a rate per annum equal to the entry sum of 2% plus (x) the rate applicable to Base Rate Loans under (and as defined in) the Credit Agreement for such day and (y) if clause (x) is not applicable or if the Collateral Agent and the Senior Collateral Agent are not the same Person, a rate equal to the combined average interest rate, weighted to reflect outstanding principal amounts, payable on the 2004 QCII Notes (or, if such 2004 QCII Notes have been paid in full, such rate as in effect immediately prior to such repayment). (b) If any judgment transfer tax, documentary stamp tax or other tax is payable in connection with respect any transfer or other transaction provided for in the Security Documents, QSC agrees to pay such tax and provide any pending required tax stamps to the Collateral Agent or threatened claimas otherwise required by law. (c) At all times when the Collateral Agent and the Senior Collateral Agent are the same Person, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor amounts payable under this Section 7.02 13 shall survive be without duplication of amounts paid to Senior Collateral Agent pursuant to the termination Senior Security Agreement or any other Secured Agreement (provided, that, for the avoidance of this Trust Preferred Guarantee or the earlier resignation or removal doubt, payment of the Trust Preferred Guarantee Trusteeindependent fees shall not be deemed duplicative)).

Fees and Expenses; Indemnification. The Guarantor Borrower agrees that it will forthwith upon demand pay to the Collateral Agent: (i) the amount of any taxes which the Collateral Agent may have been required to pay by reason of the Security Interests or to free any of the Collateral from any Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and disbursements of counsel and of any other experts, which the Collateral Agent may incur in connection with (w) the administration or enforcement of this Agreement, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of any Security Interest, and all insurance expenses and all expenses of protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping any Collateral, (x) the collection, sale or other disposition of any Collateral, (y) the exercise by the Collateral Agent of any of the rights or powers conferred upon it hereunder or (z) any Enforcement Notice; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as Collateral Agent and that shall be agreed to in writing between the Guarantor have become due and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee payable in accordance with such written agreement; and (iv) the amount required to indemnify the Collateral Agent for, or hold it harmless and defend it against, any provision of this Trust Preferred Guarantee loss, liability or expense (including the reasonable compensation fees and the expenses and disbursements of its counsel and any experts or co-agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Personappointed hereunder) incurred without negligence or bad faith on its part, arising out of or suffered by the Collateral Agent in connection with the acceptance or administration of the trust or trusts hereunderthis Agreement, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure loss, liability or expense arises from the Collateral Agent's gross negligence or willful misconduct or a breach of any duty that the Collateral Agent has under this Agreement (after giving effect to provide notice materially prejudices the GuarantorSections 14 and 16). The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that Any such counsel shall be reasonably satisfactory amount not paid to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent Collateral Agent on demand shall bear interest for each day until paid at a rate per annum equal to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee TrusteeTranche A Default Rate.

Fees and Expenses; Indemnification. The Guarantor agrees Grantor will pay all appraisal fees, filing and recording fees, inspection fees, survey fees, taxes, brokerage fees and commissions, abstract fees, title policy fees, uniform commercial code search fees, escrow fees, attorneys' fees, and all other costs and expenses of every character incurred by Grantor or Noteholder in connection with the Indebtedness, either at the closing thereof or at any time during the term thereof, or otherwise attributable or chargeable to pay to Grantor as owner of the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor Mortgaged Property, and the Trust Preferred Guarantee Trustee will reimburse Noteholder for all services rendered such costs and expenses incurred by it hereunder Noteholder. Grantor shall pay all expenses and to reimburse the Trust Preferred Guarantee Trustee upon its request Noteholder for all any expenditures, including, without limitation, reasonable attorneys' fees and legal expenses, disbursements and advances incurred or made expended in connection with (i) the breach by Grantor of any covenant herein or in any other Loan Document; (ii) Noteholder's exercise of any of its rights and remedies hereunder or under the Trust Preferred Guarantee Note or any other Loan Document or Noteholder's protection of the Mortgaged Property and its lien and security interest therein; or (iii) any amendments to this Mortgage, the Note or any other Loan Document or any matter requested by Grantor or any approval required hereunder. Grantor will indemnify and hold harmless Trustee and Noteholder (for purposes of this Subparagraph, the terms "TRUSTEE" and "NOTEHOLDER" shall include the directors, officers, partners, employees, representatives and agents of Trustee and Noteholder, respectively, and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with Trustee and Noteholder, respectively) from and against, and reimburse them for, all claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys' fees) which may be imposed upon, asserted against or incurred or paid by them by reason of, on account of or in accordance connection with any provision bodily injury or death or property damage occurring in or upon or in the vicinity of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except Mortgaged Property through any such expense, disbursement cause whatsoever or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based asserted against them on the income account of any such Indemnified Person) incurred without negligence act performed or bad faith omitted to be performed hereunder or on its part, account of any transaction arising out of or in connection any way connected with the acceptance Mortgaged Property or administration of with this Mortgage, the trust Note or trusts hereunderany other Loan Documents. WITHOUT LIMITATION OF THE FOREGOING, including the costs and expenses IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (including reasonable legal fees and expensesINCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderWHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. Promptly after receipt by an Indemnified Person of notice of the commencement of any actionHowever, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice indemnities shall not impair the obligations of the Guarantor hereunder except apply to any indemnified party to the extent that the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of such failure to provide notice materially prejudices the Guarantorindemnified party. The Guarantor foregoing indemnities shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; providednot terminate upon release, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle foreclosure or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the other termination of this Trust Preferred Guarantee Mortgage but will survive foreclosure of this Mortgage or conveyance in lieu of foreclosure and the earlier resignation or removal repayment of the Trust Preferred Guarantee TrusteeIndebtedness and the discharge and release of this Mortgage and the other Loan Documents. Any amount to be paid hereunder by Grantor to Noteholder and/or Trustee shall be subject to and governed by the provisions of Paragraph 2.3 hereof.

Fees and Expenses; Indemnification. (a) The Guarantor agrees Borrower will forthwith upon demand pay to the Administrative Agent: (i) the amount of any taxes that the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out‑of‑pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Credit Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Credit Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as Administrative Agent and that shall be agreed to in writing between the Guarantor have become due and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee payable in accordance with such written agreement; and (iv) the amount required to indemnify the Administrative Agent and each Lender for, or hold it harmless and defend it against, any provision of this Trust Preferred Guarantee loss, liability or expense (including the reasonable compensation fees and the expenses and disbursements of its agents counsel and counsel), except any such expense, disbursement experts or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Personsub‑agents appointed by it hereunder) incurred without negligence or bad faith on its part, arising out of suffered by the Administrative Agent or any Lender in connection with the acceptance or administration of the trust or trusts hereunderCredit Documents, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure loss, liability or expense directly and primarily arises from Administrative Agent’s or such Lender’s gross negligence or willful misconduct or a breach of any duty that the Administrative Agent or such Lender has under this Agreement (after giving effect to provide notice materially prejudices the GuarantorSection 14). The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that Any such counsel shall be reasonably satisfactory amount not paid to the Indemnified Persons. The Guarantor Administrative Agent or the applicable Lender on demand will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent bear interest for each day thereafter until paid at a rate per annum equal to the entry of LIBOR Rate in effect from time to time plus the Applicable Margin plus 2%. (b) If any judgment transfer tax, documentary stamp tax or other tax is payable in connection with respect any transfer or other transaction provided for in the Collateral Documents, the Borrower will pay such tax and provide any required tax stamps to the Administrative Agent or any pending Lender or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trusteeas otherwise required by law.

Fees and Expenses; Indemnification. The Guarantor After the Closing Date, the Servicer covenants and agrees to pay to the Trust Preferred Guarantee Owner Trustee, the Paying Agent, the Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Indenture Trustee and any co-trustee of the Indenture Trustee or the Owner Trustee from time to time time, and the Owner Trustee, the Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee and any such compensation as co-trustee shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee entitled to, reasonable compensation for all services rendered by it hereunder each of them in the execution of the trusts created under the Trust Agreement and to the Indenture and in the exercise and performance of any of the powers and duties under the Trust Agreement or the Indenture, as the case may be, of the Owner Trustee, the Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee and any co-trustee, and the Servicer will pay or reimburse the Trust Preferred Guarantee Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee and any co-trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Note Registrar, the Certificate Paying Agent, the Certificate Registrar, the Paying Agent, the Indenture Trustee or any co-trustee in accordance with any provision of the provisions of this Agreement, the Indenture, the Trust Preferred Guarantee Agreement, or any other Basic Document (including which payment shall not be limited by any law in regards to the reasonable compensation and the expenses and disbursements of its agents and counsel), a trustee of an express trust) except any such expense, disbursement or advance as may be attributable to arise from its negligence, willful misconduct misfeasance or bad faith. The Guarantor agrees to indemnify each Indemnified Person forIn addition, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor Indenture Trustee shall be entitled to appoint counsel be reimbursed from the Servicer for all reasonable costs associated with the transfer of servicing from the Guarantor’s choice at the Guarantor’s expense predecessor servicer pursuant to represent the Indemnified Persons in any action for which indemnification is sought; providedSection 7.02 hereunder, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will notincluding, without limitation, any reasonable costs or expenses associated with the prior written consent complete transfer of all servicing data and the Indemnified Personscompletion, settle correction or compromise or consent to the entry manipulation of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification such servicing data as may be sought unless such settlement, compromise required by the Indenture Trustee to correct any errors or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit insufficiencies in the servicing data or proceeding. The obligations of otherwise to enable the Guarantor under this Section 7.02 shall survive Indenture Trustee or successor Servicer to service the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee TrusteeMortgage Loans properly and effectively.

Fees and Expenses; Indemnification. (a) The Guarantor agrees US Borrower and the Guarantors, jointly and severally, will forthwith upon demand pay to the Agent and the Authorized Term Collateral Agent: (i) the amount of any taxes that the Agent and the Authorized Term Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel, professional advisors and other experts, that the Agent and the Authorized Term Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Agent and the Authorized Term Collateral Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Borrowers shall have agreed in writing to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor Agent and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder Authorized Term Collateral Agent and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements that shall have become due and advances incurred or made by the Trust Preferred Guarantee Trustee payable in accordance with such written agreement; and (iv) the amount required to indemnify the Agent and the Authorized Term Collateral Agent and their directors, officers, agents, counsel and employees (collectively, the “Indemnitees”) for, or hold them harmless and defend them against, any provision of this Trust Preferred Guarantee loss, liability or expense (including the reasonable compensation fees and the expenses of their counsel, professional advisors and disbursements of its any experts or sub-agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Personappointed by them hereunder) incurred without negligence or bad faith on its part, arising out suffered by the Indemnitees or any of or them in connection with the acceptance or administration of the trust or trusts hereunderSecurity Documents, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure loss, liability or expense arises from the Agent’s or the Authorized Term Collateral Agent’s (as the case may be) gross negligence or willful misconduct or a breach of any duty that the Agent or the Authorized Term Collateral Agent (as the case may be) has under this Agreement (after giving effect to provide notice materially prejudices the GuarantorSections 17 and 18), as determined by a court of competent jurisdiction in a final and non-appealable decision. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that Any such counsel shall be reasonably satisfactory amount not paid to the Indemnified Persons. The Guarantor Agent or the Authorized Term Collateral Agent on demand will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent bear interest for each day thereafter until paid at a rate per annum equal to the entry sum of 2% plus the rate applicable to Base Rate Loans for such day. (b) If any judgment transfer tax, documentary stamp tax or other tax is payable in connection with respect any transfer or other transaction provided for in the Security Documents, the US Borrower will pay such tax and provide any required tax stamps to any pending the Agent and the Authorized Term Collateral Agent or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trusteeas otherwise required by law.

Fees and Expenses; Indemnification. The Guarantor agrees Grantor will pay all actual appraisal fees, filing and recording fees, inspection fees, survey fees, taxes, brokerage fees and commissions, abstract fees, title policy fees, uniform commercial code search fees, escrow fees, reasonable attorney's fees and all other reasonable and actual costs and expenses of every character incurred by Grantor or the Noteholder in connection with the loan evidenced by the Note, either at the closing thereof or at any time during the term thereof, or otherwise attributable or chargeable to Grantor as owner of the Property, and will reimburse the Noteholder for all such costs and expenses incurred by it as set forth herein. Grantor shall pay all expenses and reimburse the Noteholder for any expenditures, including reasonable attorney's fees and legal expenses, incurred or expended in connection with (i) the breach by Grantor of any covenant herein or in any other instrument securing the payment of the Note, (ii) the Noteholder's exercise of any of its rights and remedies hereunder or under the Note or any other instrument securing the payment of the Note or the Noteholder's protection of the Property and its lien and security interest therein, or (iii) any amendments to this Mortgage, the Trust Preferred Guarantee Note or any other Loan Document or any matter requested by Grantor or any approval required hereunder. Grantor will indemnify and hold harmless the Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Noteholder (for purposes of this paragraph, the terms "the Trustee" and "the Noteholder" shall include any financial institution or entity or person owning all or part of the Note and the directors, officers, partners, employees and agents of the Trustee for and the Noteholder, respectively, and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with the Trustee and the Noteholder, respectively) from and against, and reimburse them for, all services rendered by it hereunder claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and to reimburse the Trust Preferred Guarantee Trustee expenses (including, without limitation, reasonable attorney's fees) which may be imposed upon its request for all reasonable expenses, disbursements and advances or incurred or made paid by the Trust Preferred Guarantee Trustee them by reason of, on account of or in accordance connection with any provision bodily injury or death or property damage occurring in or upon or in the vicinity of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except Property through any such expense, disbursement cause whatsoever or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based asserted against them on the income account of any such Indemnified Person) incurred without negligence act performed or bad faith omitted to be performed hereunder or on its part, account of any transaction arising out of or in connection any way connected with the acceptance Property or administration with this Mortgage, the Note or any other instrument securing the payment of the trust or trusts hereunderNote. WITHOUT LIMITATION, including the costs and expenses IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (including reasonable legal fees and expensesINCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES) of defending itself againstWHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY; PROVIDED, or investigatingHOWEVER, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunderSUCH INDEMNITIES SHALL NOT APPLY TO ANY INDEMNIFIED PARTY TO THE EXTENT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice The foregoing indemnities shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; providedterminate upon release, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle foreclosure or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the other termination of this Trust Preferred Guarantee Mortgage but will survive foreclosure of this Mortgage or conveyance in lieu of foreclosure and the earlier resignation or removal repayment of the Trust Preferred Guarantee Trusteesecured indebtedness and the discharge and release of this Mortgage and the other documents evidencing and/or securing the secured indebtedness. Any amount to be paid under this subparagraph by Grantor to the Noteholder and/or the Trustee shall be a demand obligation owing by Grantor to the Noteholder and/or the Trustee and shall be subject to and governed by the provisions of Paragraph 2.3 hereof.

Fees and Expenses; Indemnification. The Guarantor agrees to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, that failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trustee.

Fees and Expenses; Indemnification. The Guarantor agrees Trustor will pay all appraisal fees, filing and recording fees, inspection fees, survey fees, taxes, brokerage fees and commissions, abstract fees, title policy fees, uniform commercial code search and/or filing fees, escrow fees, reasonable attorneys’ fees, and all other costs and expenses of every character incurred by Trustor or Lender in connection with the Indebtedness, either at the closing thereof or at any time during the term thereof, or otherwise attributable or chargeable to pay to Trustor as owner of the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor Mortgaged Property, and the Trust Preferred Guarantee Trustee will reimburse Lender for all services rendered such costs and expenses incurred by it hereunder Lender. Trustor shall pay all expenses and to reimburse the Trust Preferred Guarantee Trustee upon its request Lender for all any expenditures, including, without limitation, reasonable attorneys’ fees and legal expenses, disbursements and advances incurred or made expended in connection with (i) the breach by Trustor of any covenant herein or in any other Loan Document; (ii) Lender’s exercise of any of its rights and remedies hereunder or under the Trust Preferred Guarantee Note or any other Loan Document or Lender’s protection of the Mortgaged Property and its lien and security interest therein; or (iii) any amendments to this Deed of Trust, the Note or any other Loan Document or any matter requested by Trustor or any approval required hereunder. Trustor will indemnify and hold harmless Trustee and Lender (for purposes of this Section, the terms "Trustee" and “Lender” shall include the directors, officers, partners, employees, representatives and agents of Trustee and Lender, respectively, and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with Trustee and Lender, respectively) from and against, and reimburse them for, all claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees) that may be imposed upon, asserted against or incurred or paid by them by reason of, on account of or in accordance connection with any provision bodily injury or death or property damage occurring in or upon or in the vicinity of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except Mortgaged Property through any such expense, disbursement cause whatsoever or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based asserted against them on the income account of any such Indemnified Person) incurred without negligence act performed or bad faith omitted to be performed hereunder or on its part, account of any transaction arising out of or in any way connected with the Mortgaged Property or with this Deed of Trust, the Note or any other Loan Documents and occurring or arising prior to the date Trustor obtained title to the Mortgaged Property or during the time that Trustor held title to the Mortgaged Property. In no event will Trustor be liable to Trustee or Lender under this Section for matters arising from any cause whatsoever that occurs after the date Trustor transfers fee title to the Mortgaged Property in a manner permitted under the terms of the Loan Documents or in connection with the acceptance or administration payment in full of the trust Note. To the extent that any liability under this Section relates to a matter that occurs prior to the date Trustor transfers fee title to the Mortgaged Property in a manner permitted under the terms of the Loan Documents or trusts hereunderin connection with the payment in full of the Note, including but the existence of such matter is not evident until after the date of such transfer, Trustor will remain liable under this Section. Without limitation of the foregoing, it is the intention of Trustor and Trustor agrees that the foregoing indemnities shall apply to each indemnified party with respect to claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs and expenses (including including, without limitation, reasonable legal fees and expensesattorneys’ fees) of defending itself against, which in whole or investigating, any claim in part are caused by or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice arise out of the commencement negligence of such (and/or any actionother) indemnified party. However, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice indemnities shall not impair the obligations of the Guarantor hereunder except apply to any indemnified party to the extent that the subject of the indemnification is caused by or arises out of the willful misconduct of such failure to provide notice materially prejudices the Guarantorindemnified party. The Guarantor foregoing indemnities shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; providednot terminate upon release, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle foreclosure or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the other termination of this Deed of Trust Preferred Guarantee but will survive foreclosure of this Deed of Trust or conveyance in lieu of foreclosure and the earlier resignation or removal repayment of the Indebtedness and the discharge and release of this Deed of Trust Preferred Guarantee Trusteeand the other Loan Documents. Any amount to be paid hereunder by Trustor to Lender and/or Trustee shall be subject to and governed by the provisions of Section 2.4 hereof.

Fees and Expenses; Indemnification. The Guarantor agrees Grantor will pay all ---------------------------------- appraisal fees, filing and recording fees, inspection fees, survey fees, taxes, brokerage fees and commissions, abstract fees, title policy fees, uniform commercial code search fees, escrow fees, reasonable attorney's fees, and all other costs and expenses of every character reasonably and properly incurred by Grantor, the Trustee, the Administrative Agent or Banks in connection with this Deed of Trust, either at the closing thereof or at any time during the term thereof, or otherwise attributable or chargeable to Grantor as owner of the Property, and will reimburse the Trustee, the Administrative Agent and Banks for all such costs and expenses incurred by each of them. Grantor shall pay to all reasonable and proper expenses and reimburse the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to Trustee, the Administrative Agent and Banks for any reasonable expenditures, including reasonable attorney's fees and legal expenses, incurred or expended in writing between connection with (i) the Guarantor breach, by Grantor of any covenant herein or (ii) the Trustee's or the Administrative Agent's or Bank's reasonable exercise of any of the rights and remedies hereunder or the Trustee's or the Administrative Agent's or Banks' reasonable protection of the Property and the Trust Preferred Guarantee Trustee lien and security interest therein. Grantor will indemnify and hold harmless the Trustee, the Administrative Agent and Banks (for purposes of this subparagraph (m), the terms "Administrative Agent" and "Banks" shall include the directors, -------------------- ----- officers, employees and agents of the Administrative Agent and Banks and any persons or entities owned or controlled by or affiliated with the Administrative Agent and Banks) from and against, and reimburse them for, all services rendered by it hereunder claims, demands, liabilities, losses, damages, judgments, penalties, costs and to reimburse the Trust Preferred Guarantee Trustee upon its request for all expenses (including, without limitation, reasonable expensesattorney's fees) which may be imposed upon, disbursements and advances asserted against or incurred or made paid by the Trust Preferred Guarantee Trustee any of them by reason of, on account of or in accordance connection with any provision bodily injury or death or property damage occurring in or upon or in the vicinity of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements Property through any cause whatsoever, or asserted against any of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based them on the income account of any such Indemnified Person) incurred without negligence act performed or bad faith omitted to be performed hereunder or on its part, account of any transaction arising out of or in connection any way connected with the acceptance Property or administration with this Deed of Trust. The foregoing indemnities shall not apply with respect to matters caused by or arising out of the trust gross negligence or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice willful misconduct of the commencement of any actionAdministrative Agent, such Indemnified Person will, if a claim in respect thereof is to be made against Banks and/or the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the GuarantorTrustee. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; providedGrantor agrees, however, that such counsel shall be reasonably satisfactory it expressly intends to indemnify the Indemnified PersonsAdministrative Agent, Banks and the Trustee from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses arising out of their ordinary negligence. The Guarantor will notforegoing indemnities, without the prior written consent of the Indemnified Personshowever, settle or compromise or consent to the entry of any judgment shall not apply with respect to any pending losses, liabilities, claims, damages or threatened claimexpenses incurred by the Administrative Agent, action, suit Banks or the Trustee in any action or proceeding by Grantor against the Administrative Agent, Banks or the Trustee unless the Administrative Agent, Banks or the Trustee prevail in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit action or proceeding. The obligations of the Guarantor under this Section 7.02 foregoing indemnities shall survive the not terminate upon release, foreclosure or other termination of this Deed of Trust Preferred Guarantee but will survive foreclosure of this Deed of Trust or conveyance in lieu of foreclosure and the repayment of the Secured Indebtedness and the discharge and release of this Deed of Trust and the other Loan Documents, but Grantor shall not be liable for any damages as a result of an event that occurs after foreclosure of the Mortgaged Property (or any portion thereof) or the earlier resignation taking of a deed in lieu of foreclosure covering the Mortgaged Property (or removal any portion thereof), unless such damage occurs as a result of or arises out of a condition that existed prior to such foreclosure or such taking of a deed in lieu of foreclosure. Any amount to be paid hereunder by Grantor to the Trust Preferred Guarantee TrusteeAdministrative Agent, Banks and/or the Trustee shall be a demand obligation owing by Grantor to the Administrative Agent, Banks and/or the Trustee and shall be subject to and governed by the provisions of Paragraph 2.3 hereof.

Fees and Expenses; Indemnification. The Guarantor agrees to pay to the Trust Company Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Company Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Company Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Company Preferred Guarantee Trustee in accordance with any provision of this Trust Company Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Company Preferred Guarantee or the earlier resignation or removal of the Trust Company Preferred Guarantee Trustee.

Fees and Expenses; Indemnification. The Guarantor agrees to pay to (a) Whether or not the Trust Preferred Guarantee Trustee from time to time such compensation as transactions contemplated hereby shall be agreed to in writing between consummated, the Obligors shall promptly pay (i) all the actual and reasonable costs and expenses of preparation of the Finance Documents and all the costs of furnishing all opinions by counsel for the Obligors and Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made (including without limitation any opinions requested by the Trust Preferred Guarantee Trustee in accordance Lender as to any legal matters arising hereunder), and of the Obligors' and Guarantor's performance of and compliance with any provision of this Trust Preferred Guarantee (including all agreements and conditions contained herein on their part to be performed or complied with;(ii) the reasonable compensation and the fees, expenses and disbursements of its agents one counsel to the Holders (and any local counsel) in connection with any amendments, modifications and waivers to this Agreement of any other Financing Document and consents to departures from the terms hereof and thereof, in each case as requested or consented to by the Obligors, and (iii) after the occurrence of a Default, all reasonable costs and expenses incurred by any Holder (including reasonable attorney's fees of one counsel to the Holders (and any local counsel), except ) in enforcing any obligations of or in collecting any payments due from the Obligors or the Guarantor hereunder or under the Loan or Notes by reason of such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) incurred without negligence or bad faith on its part, arising out of Default or in connection with the acceptance any refinancing or administration restructuring of the trust credit arrangements provided under this Agreement in the nature of a "work-out" or trusts hereunderof any insolvency or bankruptcy proceedings. (b) Subject to Sections 6.7(d) and 11.4(a), the Obligors agree to indemnify and hold harmless, on an after-tax basis, the Holders, their respective Affiliates, and each Person, if any, who controls the Holders, or any of its respective Affiliates, within the meaning of the Securities Act or the Exchange Act (a "Controlling Person"), and the respective partners, members, agents, employees, officers and directors of the Holders, their respective Affiliates and any such Controlling Person (each an "Indemnified Party," and collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation and as incurred, reasonable costs of investigating, preparing or defending any such claim or action, whether or not any Obligor is a party thereto and costs associated with the unwinding of currency hedges, swaps or similar arrangements) other than Taxes axx Xxxer Taxes arising out of, or in connection with this Agreement; provided, that the Obligors will not be responsible for any claims, liabilities, losses, damages or expenses that are determined by final judgment of a court of competent jurisdiction to result from the Indemnified Parties' gross negligence or willful misconduct. The Obligors also agree that (i) the Indemnified Parties shall have no liability for claims, liabilities, damages, losses or expenses, including legal fees, incurred by the Obligors in connection with this Agreement, unless they are determined by final judgment of a court of competent jurisdiction to result from the Indemnified Parties' gross negligence or willful misconduct and (ii) no Indemnified Party shall in any event have any liability to the Obligors on any theory of liability for special, consequential or punitive damages (as opposed to direct or actual damages) arising out of, or in connection with, or as a result of this Agreement. (c) If any action shall be brought against an Indemnified Party with respect to which indemnity may be sought against the Obligors under this Agreement, such Indemnified Party shall promptly notify the Obligors in writing and the Obligors shall, if requested by such Indemnified Party, assume the defense thereof, including the costs employment of counsel reasonably satisfactory to such Indemnified Party and expenses (including payment of all reasonable legal fees and expenses. The failure to so notify the Obligors shall not affect any obligations the Obligors may have to such Indemnified Party under this Agreement or otherwise unless any Obligor is materially adversely affected by such failure. Such Indemnified Party shall have the right to employ separate counsel in such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, unless: (i) of defending itself againstthe Obligors have failed to assume the defense and employ counsel reasonably satisfactory to such Indemnified Party or (ii) the named parties to any such action (including any impleaded parties) include such Indemnified Party and the Obligors, and such Indemnified Party shall have been advised by counsel that there may be one or investigatingmore legal defenses available to it which are different from or additional to those available to the Obligors, any claim or liability in connection with which case, if such Indemnified Party notifies the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice Obligors in writing that it elects to employ separate counsel at the expense of the commencement Obligors, the Obligors shall not have the right to assume the defense of any action, such action or proceeding on behalf of such Indemnified Person willParty, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that the Obligors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the reasonable fees and expenses of more than one such firm of separate counsel, in addition to any local counsel, which counsel shall be reasonably satisfactory to designated by the Indemnified PersonsMajority Holders. The Guarantor Obligors shall not be liable for any settlement of any such action effected without the written consent of the Obligors (which shall not be unreasonably withheld) and, subject to Section 11.4(b), the Obligors agree to indemnify and hold harmless each Indemnified Party from and against any loss or liability by reasons of settlement of any action effected with the consent of the Obligors. In addition, the Obligors will not, without the prior written consent of the Indemnified PersonsParties, settle or compromise or consent to the entry of any judgment with respect in or otherwise seek to terminate any pending or threatened action, claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise compromise, consent or consent termination includes an express unconditional release of each the Indemnified Person Parties, reasonably satisfactory in form and substance to the Indemnified Parties, from all liability arising out of such action, claim, action, suit or proceeding. (d) If for any reason the foregoing indemnity is unavailable (otherwise than pursuant to the express terms of such indemnity) to an Indemnified Party or insufficient to hold an Indemnified Party harmless, then in lieu of indemnifying such Indemnified Party, the Obligors shall contribute to the amount paid or payable by such Indemnified Party as a result of such claims, liabilities, losses, damages, or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Obligors on the one hand and by the Indemnified Parties on the other from the transactions contemplated by this Agreement or (ii) if the allocation provided by clause (i) above is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by the Obligors on the one hand and such Indemnified Parties on the other, but also the relative fault of the Obligors and such Indemnified Parties as well as any other relevant equitable considerations. The obligations relative fault of the Guarantor under Obligors on the one hand and the Indemnified Parties on the other with respect to the transactions contemplated hereby shall be determined by reference to, among other things, the existence of any untrue or alleged untrue statement of material fact or the omission or alleged omission to state a material fact related to information supplied by the Obligors or by such Indemnified Parties and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (e) The indemnification, contribution and expense reimbursement obligations set forth in this Section 7.02 11.4 shall (i) be in addition to any liability the Indemnifying Party may have to any Indemnified Party at common law or otherwise, (ii) survive the termination of this Trust Preferred Guarantee or Agreement and the earlier resignation or removal payment in full of the Trust Preferred Guarantee TrusteeNotes and (iii) remain operative and in full force and effect regardless of any investigation made by or on behalf of the Lender or any other Indemnified Party.

Fees and Expenses; Indemnification. The Guarantor (a) QSC shall forthwith upon demand pay to the Collateral Agent the amount of any fees that QSC shall have agreed in writing to pay to the Collateral Agent and that shall have become due and payable in accordance with such written agreement. QSC agrees to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to Collateral Agent forthwith upon demand (in writing between each case, at all times when the Guarantor Senior Collateral Agent and the Trust Preferred Guarantee Trustee for all services rendered Collateral Agent are the same Person, without duplication of amounts paid under Section 23 of the Senior Security Agreement): (i) the amount of any taxes that the Collateral Agent may have been required to pay by it hereunder reason of the Transaction Liens or to free any Collateral from any other Lien thereon that is prohibited by any Secured Agreement; (ii) the amount of any and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable out-of-pocket expenses, disbursements including transfer taxes and advances reasonable fees and expenses of counsel and other experts, that the Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such reasonable expenses as are incurred to preserve the value of the Collateral or made the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Trust Preferred Guarantee Trustee Collateral Agent of any of its rights or powers under and in accordance with the Security Documents; and (iii) the amount required to indemnify the Collateral Agent for, or hold it harmless and defend it against (in each case, to the extent permitted by law), any provision of this Trust Preferred Guarantee loss, liability or expense (including the reasonable compensation fees and the expenses and disbursements of its counsel and any experts or sub-agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Personappointed by it hereunder) incurred without negligence or bad faith on its part, arising out of or suffered by the Collateral Agent in connection with the acceptance or administration of the trust or trusts hereunderSecurity Documents, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices loss, liability or expense arises from the GuarantorCollateral Agent's gross negligence or willful misconduct. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that Any such counsel shall be reasonably satisfactory amount not paid to the Indemnified Persons. The Guarantor Collateral Agent on demand will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent bear interest for each day thereafter until paid at a rate per annum equal to the entry sum of 2% plus (x) so long as any judgment Loans under (and as defined in) the Term Credit Agreement are outstanding, the rate applicable to Base Rate Loans under (and as defined in) the Term Credit Agreement for such day or (y) if no such Loans under (and as defined in) the Term Credit Agreement are outstanding, the rate applicable to Base Rate Loans under (and as defined in) the Revolver Credit Agreement for such day and (z) if neither clause (x) nor (y) is applicable or if the Collateral Agent and the Senior Collateral Agent are not the same Person, a rate equal to the combined average interest rate, weighted to reflect outstanding principal amounts, payable on the QSC Notes (or, if such QSC Notes have been paid in full, such rate as in effect immediately prior to such repayment). (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with respect any transfer or other transaction provided for in the Security Documents, QSC agrees to pay such tax and provide any pending required tax stamps to the Collateral Agent or threatened claimas otherwise required by law. (c) At all times when the Collateral Agent and the Senior Collateral Agent are the same Person, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor amounts payable under this Section 7.02 13 shall survive be without duplication of amounts paid to Senior Collateral Agent pursuant to the termination Senior Security Agreement or any other Secured Agreement (provided, that, for the avoidance of this Trust Preferred Guarantee or the earlier resignation or removal doubt, payment of the Trust Preferred Guarantee Trusteeindependent fees shall not be deemed duplicative)).

Fees and Expenses; Indemnification. (a) The Guarantor agrees Company will promptly following demand (and in any event within three Business Days after the demand therefore) pay to the Collateral Trustee: (i) the amount of any taxes that the Collateral Trustee may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable and documented out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of one counsel and no more than one counsel in each jurisdiction where Collateral is located, that the Collateral Trustee may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Trustee of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Company shall have agreed in writing to pay to the Trust Preferred Guarantee Collateral Trustee from time to time such compensation as and that shall be agreed to in writing between the Guarantor have become due and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee payable in accordance with such written agreement; and (iv) the amount required to indemnify the Collateral Trustee for, or hold it harmless and defend it against, any provision of this Trust Preferred Guarantee loss, liability or expense (including the reasonable compensation and the documented fees and expenses and disbursements of its counsel and any sub-agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Personappointed by it hereunder) incurred without negligence or bad faith on its part, arising out of or suffered by the Collateral Trustee in connection with the acceptance or administration of the trust or trusts hereunderSecurity Documents, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure loss, liability or expense arises from the Collateral Trustee’s gross negligence or willful misconduct or a breach of any duty that the Collateral Trustee has under this Agreement (after giving effect to Section 17). Any such amount not paid to the Collateral Trustee within three Business Days after a demand will bear interest for each day thereafter until paid at a rate per annum equal to the sum of 2% plus the rate applicable to ABR Term Loans (as defined in the Term Loan Credit Agreement) for such day. (b) If any transfer tax, documentary stamp tax or other tax is payable in connection with any transfer or other transaction provided for in the Security Documents, the Company will pay such tax and provide notice materially prejudices any required tax stamps to the Guarantor. Collateral Trustee or as otherwise required by law. (c) The Guarantor Company shall be entitled to appoint counsel indemnify each of the Guarantor’s choice at Secured Parties, their respective affiliates and the Guarantor’s expense to represent respective directors, officers, agents and employees of the Indemnified Persons foregoing (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all liabilities, losses, damages, costs and expenses of any kind (including reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and reasonable fees and disbursements of counsel) arising out of, or in connection with any action for which indemnification is soughtand all Environmental Liabilities (as defined in the Term Loan Credit Agreement); provided, however, provided that such counsel indemnity shall not, as to any Indemnitee, be reasonably satisfactory available to the Indemnified Personsextent that such losses, claims, damages, liabilities or related expenses 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. The Guarantor will not, without Without limiting the prior written consent generality of the Indemnified Personsforegoing, settle or compromise or consent to the entry each Grantor waives all rights for contribution and all other rights of any judgment recovery with respect to liabilities, losses, damages, costs and expenses arising under or related to Environmental Laws (as defined in the Term Loan Credit Agreement) that it might have by statute or otherwise against any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee TrusteeIndemnitee.

Fees and Expenses; Indemnification. The Guarantor (a) Each Guarantor, jointly and severally, agrees to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon Administrative Agent for its request for all reasonable expensesfees and expenses incurred hereunder to the extent provided in Section 10.04 of the Credit Agreement; provided that each reference therein to the “Borrowers” shall be deemed to be a reference to the “Guarantors.” (b) Without limitation of any other Obligations of any Guarantor or remedies of the Secured Parties under this Guaranty, disbursements each Guarantor shall, to the fullest extent permitted by applicable law, indemnify, defend and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation save and the expenses hold harmless each Indemnitee from and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person foragainst, and to hold each Indemnified Person harmless againstshall pay as and when incurred, any and all lossliabilities, liabilityobligations, damagelosses, claim or expense damages, penalties, claims, demands, actions, judgments, suits, costs (including taxes settlement costs), disbursements, and reasonable and documented or invoiced out-of-pocket fees and expenses (including the fees, disbursements and other than taxes based on charges of (i) one counsel to the income Indemnitees taken as a whole, (ii) in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Indemnitee and (iii) if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions and special counsel for each relevant specialty) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any such Indemnified Person) incurred without negligence Indemnitee in any way relating to or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance as a result of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement failure of any action, such Indemnified Person will, if a claim in respect thereof is Guaranteed Obligations to be made against the Guarantorlegal, notify the Guarantor in writing of the commencement thereof; provided thatvalid, failure to give such prompt notice shall not impair the binding obligations of any Loan Party enforceable against such Loan Party in accordance with its terms. (c) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the GuarantorCollateral Documents. The Guarantor shall be entitled to appoint counsel provisions of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 13 shall survive remain operative and in full force and effect regardless of the termination of this Trust Preferred Guarantee Guaranty, any other Loan Document, any Letter of Credit, any Secured Hedge Agreement or any Secured Cash Management Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Guaranty or any other Loan Document or any document governing any of the Obligations arising under any Secured Hedge Agreements or any Secured Cash Management Agreement, any resignation of the Administrative Agent or the earlier resignation Collateral Agent or removal any investigation made by or on behalf of the Trust Preferred Guarantee TrusteeAdministrative Agent or any other Secured Party. All amounts due under this Section 13 shall be payable within twenty (20) Business Days after written demand therefor.

Fees and Expenses; Indemnification. (a) The Guarantor agrees Issuers and the Subsidiary Guarantors, jointly and severally, will forthwith upon demand pay to the Collateral Agent and the Authorized Term Collateral Agent: (i) the amount of any taxes that the Collateral Agent and the Authorized Term Collateral Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel, professional advisors and other experts, that the Collateral Agent and the Authorized Term Collateral Agent may incur in connection with (x) the administration or enforcement of the Security Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Collateral Agent and the Authorized Term Collateral Agent of any of its rights or powers under the Security Documents; (iii) the amount of any fees that the Issuers shall have agreed in writing to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as shall be agreed to in writing between the Guarantor Collateral Agent and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder Authorized Term Collateral Agent and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements that shall have become due and advances incurred or made by the Trust Preferred Guarantee Trustee payable in accordance with such written agreement; and (iv) the amount required to indemnify the Collateral Agent and the Authorized Term Collateral Agent and their directors, officers, agents, counsel and employees (collectively, the “Indemnitees”) for, or hold them harmless and defend them against, any provision of this Trust Preferred Guarantee loss, liability or expense (including the reasonable compensation fees and the expenses of their counsel, professional advisors and disbursements of its any experts or sub-agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Personappointed by them hereunder) incurred without negligence or bad faith on its part, arising out suffered by the Indemnitees or any of or them in connection with the acceptance or administration of the trust or trusts hereunderSecurity Documents, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure loss, liability or expense arises from the Collateral Agent’s or the Authorized Term Collateral Agent’s (as the case may be) gross negligence or willful misconduct or a breach of any duty that the Collateral Agent or the Authorized Term Collateral Agent (as the case may be) has under this Agreement (after giving effect to provide notice materially prejudices the GuarantorSections 17 and 18), as determined by a court of competent jurisdiction in a final and non-appealable decision. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that Any such counsel shall be reasonably satisfactory amount not paid to the Indemnified Persons. The Guarantor Collateral Agent or the Authorized Term Collateral Agent on demand will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent bear interest for each day thereafter until paid at a rate per annum equal to the entry sum of 2% plus the rate applicable to the Secured Notes for such day. (b) If any judgment transfer tax, documentary stamp tax or other tax is payable in connection with respect any transfer or other transaction provided for in the Security Documents, the Issuers will pay such tax and provide any required tax stamps to any pending the Collateral Agent and the Authorized Term Collateral Agent or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trusteeas otherwise required by law.

Fees and Expenses; Indemnification. The Guarantor agrees (a) Promptly following the earlier of (a) the Closing Date and (ii) any termination of this Agreement pursuant to Article VII, the Company shall pay (or reimburse the Class C Stockholders for amounts already paid in respect of) the reasonable, documented and out-of-pocket fees and expenses of the Class C Stockholders incurred in connection with negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Reclassification Transaction, up to an aggregate amount of $300,000 (the Trust Preferred Guarantee Trustee from time to time such compensation as shall be “Reimbursable Expenses Cap”), unless otherwise agreed to in writing between the Guarantor parties. For the avoidance of doubt, no “Losses” indemnifiable by the Company to any Indemnified Party pursuant to Section 5.9(b) shall count towards the Reimbursable Expenses Cap. (b) The Company hereby covenants and agrees to indemnify, defend and hold harmless each Class C Stockholder, the Family Members (as defined in the Current Charter) of such Class C Stockholder, and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expensesdirectors, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Guarantee (including the reasonable compensation and the expenses and disbursements of its managers, partners, trustees, officers, employees, agents and counsel)other Representatives of the foregoing (each, except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each an “Indemnified Person for, and to hold each Indemnified Person harmless against, Party”) against any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Person) Losses incurred without negligence or bad faith on its partin connection with, arising out of or in connection resulting from any Reclassification Transaction Action to the extent permitted by applicable Law. For the purposes of this Section 5.9(b), (i) “Losses” shall mean any out-of-pocket costs and expenses incurred by an Indemnified Party related to a Reclassification Transaction Action but shall not include, for clarity, any loss, liability or damage with respect to Taxes, and (ii) “Reclassification Transaction Actions” shall mean any claims, demands, actions, proceedings or investigations related to this Agreement or the acceptance or administration of the trust or trusts hereundertransactions contemplated hereby, including the costs and expenses Reclassification Transaction (including reasonable legal fees and expensesany of the foregoing brought by any actual or purported stockholders, directors, officers or employees of the Company related thereto), other than any (i) claims, demands, actions or proceedings brought by the Company against any Class C Stockholder for breach of defending itself againstthis Agreement, or investigating(ii) claims, any claim demands, actions or liability in connection with the exercise or performance of proceedings (including any of its powers the foregoing brought by any actual or duties hereunder. Promptly after receipt by an Indemnified Person of notice purported stockholders, directors, officers or employees of the commencement Company), in the case of each of (i) and (ii), that are finally adjudicated by a court of competent jurisdiction, evidenced by a final, non-appealable judgment or order, that any actionClass C Stockholder breached this Agreement or, in such Indemnified Person will, if Class C Stockholder’s capacity as a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing director of the commencement thereof; provided thatCompany, failure has breached such Class C Stockholder’s fiduciary duties owed to give such prompt notice shall not impair the obligations Company or stockholders of the Guarantor hereunder except to the extent that such failure to provide notice materially prejudices the Guarantor. The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Persons. The Guarantor will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee TrusteeCompany.

Fees and Expenses; Indemnification. (a) The Guarantor agrees Borrower will forthwith upon demand pay to the Administrative Agent: (i) the amount of any taxes that the Administrative Agent may have been required to pay by reason of the Transaction Liens or to free any Collateral from any other Lien thereon; (ii) the amount of any and all reasonable out-of-pocket expenses, including transfer taxes and reasonable fees and expenses of counsel and other experts, that the Administrative Agent may incur in connection with (x) the administration or enforcement of the Credit Documents, including such expenses as are incurred to preserve the value of the Collateral or the validity, perfection, rank or value of any Transaction Lien, (y) the collection, sale or other disposition of any Collateral or (z) the exercise by the Administrative Agent of any of its rights or powers under the Credit Documents; (iii) the amount of any fees that the Borrower shall have agreed in writing to pay to the Trust Preferred Guarantee Trustee from time to time such compensation as Administrative Agent and that shall be agreed to in writing between the Guarantor have become due and the Trust Preferred Guarantee Trustee for all services rendered by it hereunder and to reimburse the Trust Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee payable in accordance with such written agreement; and (iv) the amount required to indemnify the Administrative Agent for, or hold it harmless and defend it against, any provision of this Trust Preferred Guarantee loss, liability or expense (including the reasonable compensation fees and the expenses and disbursements of its counsel and any experts or sub-agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith. The Guarantor agrees to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any and all loss, liability, damage, claim or expense (including taxes other than taxes based on the income of any such Indemnified Personappointed by it hereunder) incurred without negligence or bad faith on its part, arising out of or suffered by the Administrative Agent in connection with the acceptance or administration of the trust or trusts hereunderCredit Documents, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, such Indemnified Person will, if a claim in respect thereof is to be made against the Guarantor, notify the Guarantor in writing of the commencement thereof; provided that, failure to give such prompt notice shall not impair the obligations of the Guarantor hereunder except to the extent that such failure loss, liability or expense directly and primarily arises from the Administrative Agent’s gross negligence or willful misconduct or a breach of any duty that the Administrative Agent has under this Agreement (after giving effect to provide notice materially prejudices the GuarantorSection 14). The Guarantor shall be entitled to appoint counsel of the Guarantor’s choice at the Guarantor’s expense to represent the Indemnified Persons in any action for which indemnification is sought; provided, however, that Any such counsel shall be reasonably satisfactory amount not paid to the Indemnified Persons. The Guarantor Administrative Agent on demand will not, without the prior written consent of the Indemnified Persons, settle or compromise or consent bear interest for each day thereafter until paid at a rate per annum equal to the entry of Adjusted LIBO Rate in effect from time to time plus the Applicable Margin plus 2%. (b) If any judgment transfer tax, documentary stamp tax or other tax is payable in connection with respect any transfer or other transaction provided for in the Collateral Documents, the Borrower will pay such tax and provide any required tax stamps to any pending the Administrative Agent or threatened claim, action, suit or proceeding in respect of which indemnification may be sought unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Guarantor under this Section 7.02 shall survive the termination of this Trust Preferred Guarantee or the earlier resignation or removal of the Trust Preferred Guarantee Trusteeas otherwise required by law.