Common use of General Indemnity Clause in Contracts

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligations.

General Indemnity. In addition to any other liability of the Borrower to any Lender or the Agent under any other provision hereofhereunder, the Borrower shall Companies hereby agrees to indemnify each Indemnified Party and hold each Indemnified Party save harmless the Indemnitees from and against any all liabilities, obligations, losses, claimsdamages, penalties, actions, judgments, suits, costs, damages expenses or liabilities disbursements (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and including reasonable legal fees on a solicitor and his own client basis) of any kind or nature whatsoever (but excluding any consequential damages and damages for loss of profit) which may be imposed on, incurred by or asserted against the same as a result Indemnitees (except to the extent arising from the negligence or wilful misconduct of such Indemnitees) which relate to or arise out of or in connection with the Credit Facility or the Documents, including as a result of or in connection withfrom: (a) any cost failure by the Borrower to pay and satisfy its obligations hereunder including, without limitation, any costs or expense expenses incurred by reason of the liquidation or re-deployment employment in whole or in part of deposits or other funds required by any Lender the Lenders to fund or maintain any Loan Facility A or as a result of the Borrower’s 's failure to complete a Drawdown or to make take any payment, repayment or prepayment action on the date required hereunder or specified by it in any notice given hereunder; (b) subject any investigation by Governmental Authorities or any litigation or other similar proceeding related to permitted any use made or deemed Rollovers and Conversions, proposed to be made by the Borrower’s failure to provide for the payment to the Agent for the account Borrower of the Lenders proceeds of the full principal amount of each Bankers’ Acceptance on its maturity date;any Advance; and (c) any instructions given to any Lender to stop payment on any cheque issued by the Borrower or to reverse any wire transfer or other transaction initiated by such Lender at the request of the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject; provided, however, that such indemnity shall not be available to any Indemnitee to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment extent that such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; disbursements (i) any failure are determined by a court of competent jurisdiction to have resulted from the Borrower to observe gross negligence or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; Indemnitee or (ii) result from a claim brought by the intentional failure Credit Parties against any Indemnitee for breach in bad faith of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the ObligationsIndemnitee's obligations under any Loan Document.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Claim ever suffered or incurred by any of the Indemnitees that arises out of or relates to this Agreement or any of the other Loan Documents, any transactions entered into pursuant to any liability of the Borrower Loan Documents, Lender's Lien upon the Collateral, or the performance by Agent or Lenders of their duties or the exercise of any of their rights or remedies under this Agreement or any of the other Loan Documents, or that results from Borrower's failure to observe, perform or discharge any of its duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Lender Claims asserted against or incurred by any of the Agent Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation Borrower's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including, any Lender to fund intangibles tax, stamp tax, recording tax or maintain franchise tax) shall be payable by Agent or any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrower will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Claims incurred by any losses, claims, costs, damages of the Indemnitees as a direct and proximate result of their own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; or (ii) the intentional failure any disputes arising solely out of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsrelationship between Agent and any Lender.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Lender Indemnitees and to hold the Lender Indemnitees harmless from and against any Claim ever suffered or incurred by any of the Lender Indemnitees arising out of or related to this Agreement or any of the other Financing Documents, the performance by Lender of its duties or the exercise of any of its rights or remedies hereunder, or the result of Borrower's failure to observe, perform or discharge any of Borrower's duties hereunder. Borrower shall also indemnify and defend the Lender Indemnitees against and save the Lender Indemnitees harmless from all Claims of any Person arising out of, related to, or with respect to any liability transactions entered into pursuant to this Agreement or Lender's Lien upon the Collateral. Without limiting the generality of the Borrower foregoing, these indemnities shall extend to any Claims asserted against any of the Lender or the Agent Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation Borrower's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including, any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender to fund or maintain any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other Financing Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrower shall pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide will promptly reimburse Lender for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Lender Indemnitees harmless from and against liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to protect any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is Indemnitees for the Indemnified Party (consequences of their own gross negligence or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent Lenders under any other provision hereof, the Borrower shall will and does hereby indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and including reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client full indemnity basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: : (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan Advance as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; ; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or feefees, due hereunder on its due date after the expiration of any applicable grace or notice periods periods; (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (fc) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders Lender hereunder; ; (g) the failure of the a Borrower to make any other payment due hereunder; hereunder or under any of the other Documents; (h) any inaccuracy or incompleteness of the Borrower’s or any Material Subsidiary’s representations and warranties contained in Article 8; any Document; (i) any failure of the Borrower or any Material Subsidiary to observe or fulfil its obligations under Article 9; covenants in any Document; or (j) any failure cost or expense incurred in relation to any transaction, including the Acquisition, to be financed in whole or in part with the proceeds of the Borrower to observe or fulfil any other Obligation not specifically referred to aboveCredit Facilities; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, Default; provided that this Section 12.2 shall 15.5 will not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) of the gross negligence or willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfiedclaiming indemnity hereunder. The provisions of this Section 15.5 shall survive repayment of the ObligationsIndebtedness of the Borrower under the Documents.

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any liability third party Claim ever suffered or incurred by any of the Borrower Indemnitees arising out of or related to this Agreement or any Lender of the other Loan Documents or the Agent under issuance of any other provision hereofLetter of Credit, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against performance by Agent or Lenders or Letter of Credit Issuer of their duties or the exercise of any losses, claims, costs, damages of their rights or liabilities (including, without limitation, remedies under this Agreement or any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a other Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of Documents or in connection with the Credit Facility issuance of any Letter of Credit, or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown observe, perform or discharge any of its duties hereunder. Each Borrower shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to make or with respect to any paymenttransactions entered into pursuant to this Agreement or Agent’s Lien upon the Collateral. Without limiting the generality of the foregoing, repayment this indemnity shall extend to any Claims asserted against or prepayment on incurred by any of the date required hereunder Indemnitees by any Person under any Environmental Laws or specified similar laws by it in reason of any notice given hereunder; (b) subject to permitted Borrower’s or deemed Rollovers and Conversions, the Borrowerany other Person’s failure to provide comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any Taxes (excluding any Excluded Tax) shall be payable by Agent or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents or the issuance of any Letter of Credit, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agent, Letter of Credit Issuer and Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Claims incurred by any losses, claims, costs, damages of the Indemnitees as a direct and proximate result of their own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; or (ii) the intentional failure any disputes arising solely out of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsrelationship between Agent and any Lender.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the The Borrower shall indemnify each Indemnified Party the Agent and the Lenders and their directors, officers, employees, attorneys and agents against and hold each Indemnified Party of them harmless against from any lossesloss, liabilities, damages, claims, costs, damages or liabilities costs and expenses (including, without limitation, any loss including fees and expenses of profits or fees anticipated hereunder, any expense or cost incurred in counsel to the liquidation Agent and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees the Lenders on a solicitor and his own client basisbasis and reasonable fees and expenses of all independent consultants) (each a “Claim”) suffered or incurred by the same as a result any of them arising out of, resulting from or in connection any manner connected with the Credit Facility or the Documents, including as a result of or in connection withrelated to: (a) any cost Environmental Matter, Environmental Liability or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder;Environmental Proceeding; and (b) subject to permitted any loss or deemed Rollovers and Conversionsexpense incurred in liquidating or re-employing deposits from which such funds were obtained, the Borrower’s failure to provide for the payment to which the Agent for or Lender may sustain or incur as a consequence of: (i) failure by the account Borrower to make payment when due of the Lenders of the full principal amount of each Bankers’ Acceptance or interest on its maturity dateany LIBOR Loan; (cii) failure by the Borrower’s Borrower in proceeding with a Borrowing after the Borrower has given a Borrowing Notice; (iii) failure to pay by the Borrower in repaying a Borrowing after the Borrower has given a Notice of Repayment; (iv) any other amountbreach, including without limitation non-observance or non-performance by the Borrower of any interest of its obligations, covenants, agreements, representations or fee, due hereunder warranties contained in this Agreement; and (v) except as otherwise provided in Section 6.1(c)the repayment of any LIBOR Loan otherwise than on its due date after the expiration of any applicable grace LIBOR Interest Period or notice periods (subject, however, to the interest obligations repayment of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan any Bankers’ Acceptance otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure thereof. The indemnity set forth herein shall be in addition to give any notice required to be given by it to the Agent other obligations or the Lenders hereunder; (g) the failure liabilities of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations Agent and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate Lenders at common law or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of and this Section shall survive the repayment of the ObligationsAccommodation and the termination of this Agreement. A certificate of the Lender as to any such loss or expense, providing details of the calculation of such loss or expense, shall be prima facie evidence.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each Lender and the Agent and their respective Affiliates, directors, officers, agents and employees (collectively, in this Section the “Indemnified Party Parties”) and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan an Advance and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Loan Documents, including including, without limitation, as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan Advance as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or feefees, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment repayment, prepayment or prepayment mandatory assignment of a Libor LIBOR Loan otherwise than on the last day of its Interest LIBOR Period; (e) the prepayment or mandatory assignment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 87; (i) any failure of the Borrower to observe or fulfil its obligations covenants under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above8; or (kj) the occurrence of any Default or Event of Default in respect of the Borrower, Default; provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) of the willful misconduct or gross negligence or wilful misconduct of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfiedclaiming indemnity hereunder. The provisions of this Section shall survive repayment of the ObligationsLoan Indebtedness.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any liability Claim ever suffered or incurred by any of the Borrower Indemnitees arising out of or related to this Agreement or any Lender of the other Loan Documents, the performance by Agent or Lenders of their duties or the Agent exercise of any of their rights or remedies under this Agreement or any of the other provision hereofLoan Documents, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of Borrower's failure to observe, perform or in connection discharge any of Borrower's duties hereunder. Borrower shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to, or with respect to any transactions entered into pursuant to this Agreement or Agent's Lien upon the Credit Facility Collateral. Without limiting the generality of the foregoing, this indemnity shall extend to any Claims asserted against or incurred by any of the Documents, including as a result of Indemnitees by any Person under any Environmental Laws or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation Borrower's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including any Lender to fund intangibles tax, stamp tax, recording tax or maintain franchise tax) shall be payable by Agent or any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrower will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Claims incurred by any losses, claims, costs, damages of the Indemnitees as a direct and proximate result of their own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; or (ii) the intentional failure any disputes arising solely out of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsrelationship between Agent and any Lender.

General Indemnity. In addition to any liability the payment of expenses pursuant to Section 11.3, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees to any Lender or the Agent under any other provision hereofindemnify, the Borrower shall indemnify each Indemnified Party pay and hold each Indemnified Party Indemnitees harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, damages expenses and disbursements of any kind or liabilities nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any loss investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner relating to or arising out of profits this Agreement, any of the other Transaction Documents or fees anticipated any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection herewith or therewith, the statements contained in any commitment letters delivered by the Agent or any of the Banks, the agreement of any of the Banks to make the Loans hereunder, the agreement of Banks to issue the Letters of Credit hereunder or the use or intended use of the proceeds of any expense Loan hereunder (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or cost incurred willful misconduct of that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the liquidation preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and re-deployment satisfy under applicable law to the payment and satisfaction of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) all indemnified liabilities incurred by the same as a result Indemnitees or any of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfiedthem. The provisions of the undertakings and indemnification set out in this Section 11.5 shall survive repayment satisfaction and payment of Borrower's Obligations and the Obligationstermination of this Agreement. No provision contained in this Section 11.5 shall affect any rights the Borrower may have against any Bank which defaults under this Agreement or is intended to indemnify any such Agent or Bank which defaults under this Agreement (but only such Agent or Bank that defaults under this Agreement) for any such Indemnified Liabilities arising from such defaulting Bank's action.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent Lenders under any other provision hereof, the Borrower shall will and does hereby indemnify the Agent, the Lenders and each director, officer, shareholder or agent thereof (collectively, the “Indemnified Party Party”) and hold each the Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) Claims incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: : (a) any cost or expense reasonably incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund any Bankers' Acceptance or to fund or maintain any Loan Advance as a result of the Borrower’s 's failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; ; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s 's failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ ' Acceptance on its maturity date; Maturity Date; (c) the Borrower’s 's failure to pay any other amount, including without limitation any interest or feefees, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); periods; (d) the prepayment of any outstanding Bankers' Acceptance before the Maturity Date of such Bankers' Acceptance; (e) the Borrower’s 's repayment or prepayment of a Libor LIBOR Based Loan otherwise than on the last day of its Interest LIBOR Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; ; (f) the Borrower’s 's failure to give any notice required to be given by it to the Agent or the Lenders hereunder; ; (g) the failure of the Borrower or any other Harvest Party to make any other payment due hereunder; hereunder or under any of the other Documents; (h) any inaccuracy of any Borrower's or incompleteness of the Borrower’s any other Harvest Party's representations and warranties contained in Article 8; any Document; (i) any failure of the any Borrower or any other Harvest Party to observe or fulfil its obligations covenants under Article 9; any Document; or (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, Default; provided that this Section 12.2 shall 22.5 will not apply to any losses, claims, costs, damages or liabilities Claims that arise by reason of: (i) of the willful misconduct or gross negligence or wilful misconduct of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to as determined in the final non-appealable judgment of a Drawdown hereunder have been satisfiedcourt of competent jurisdiction. The provisions of this Section 22.5 shall survive repayment of the ObligationsObligations and termination of this Agreement.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent Lenders under any other provision hereof, the Borrower shall will and does hereby indemnify each of the Indemnified Party Parties and hold holds each of the Indemnified Party Parties harmless against any losses, claims, costs, damages or liabilities Claims (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and including reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client full indemnity basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: : (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund any Bankers’ Acceptance or to fund or maintain any Loan Advance as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; ; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; ; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or feefees, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); periods; (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; ; (e) the Borrower’s repayment or prepayment of a LIBOR Based Loan otherwise than on the last day of its LIBOR Period; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; ; (g) the failure of the Borrower or any other Penn West Party to make any other payment due hereunder; hereunder or under any of the other Documents; (h) any inaccuracy or incompleteness of the Borrower’s or any other Penn West Party’s representations and warranties contained in Article 8; any Document; (i) any failure of the Borrower or any other Penn West Party to observe or fulfil its obligations covenants under Article 9; any Document; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect Default; or (k) the use of the Borrower, proceeds of the Credit Facility; provided that this Section 12.2 shall 16.2 will not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) of the willful misconduct or gross negligence or wilful misconduct of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section 16.2 shall survive repayment of the ObligationsIndebtedness of the Penn West Parties under the Documents.

General Indemnity. In addition All work covered by this Agreement done at the site of construction or in preparing or delivering materials or equipment, or any or all of them, to any liability the site, shall be at the risk of Subcontractor exclusively. 17.1 To the Borrower to any Lender or the Agent under any other provision hereoffullest extent permitted by law, the Borrower Subcontractor shall indemnify each Indemnified Party defend, indemnify, and hold each Indemnified Party harmless against any lossesOwner, Prime Contractor, Contractor and their agents and employees from claims, costsdemands, damages or causes of actions and liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation every kind and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result nature whatsoever arising out of or in connection with Subcontractor’s operations performed under this Agreement. 17.2 This indemnification shall extend to claims occurring after this Agreement is terminated as well as while it is in force. The indemnity shall apply regardless of any contributory negligent act or omission of Owner, Prime Contractor, Contractor or their agents or employees, but Subcontractor shall not be obligated to indemnify any party for claims arising from the Credit Facility sole negligence, active negligence or the Documentswillful misconduct of Contractor its agents or employees. 17.3 This indemnity shall apply to any and all claims, liability, loss, damage, costs, including as reasonable attorney’s fees, awards, fines or judgments arising by reason of any obligation or indemnity which Contractor has to Owner. The indemnity set forth in this section shall not be limited by insurance requirements or by any other provision of this Agreement. 17.4 With respect to Subcontractor's obligation to defend, Subcontractor shall defend Contractor to the maximum amount allowed by law. Upon Contractor's tender to Subcontractor of a result claim or portion thereof that includes the information provided by the Claimant relating to the claims caused by Subcontractor's scope of or in connection withwork and a written statement regarding how the reasonable allocated share of fees and costs was determined, Subcontractor shall elect to perform either of the following: a. Defend the claim with counsel of its choice. If Subcontractor elects to defend under this subparagraph, Subcontractor shall provide written notice of the election to Contractor within a reasonable time following receipt of Contractor's written tender, and in no event later than 30 days following that receipt. The defense by Subcontractor shall be a complete defense of Contractor of all claims or portions thereof to the extent alleged to be caused by Subcontractor, including any vicarious liability claims against Contractor resulting from the Subcontractor's scope of work, but not including claims resulting from the scope of work, actions or omissions of Contractor or any other party. Any vicarious liability imposed upon Contractor for claims caused by Subcontractor electing to defend under this paragraph shall be directly enforceable against Subcontractor by Contractor, or claimant. All information, documentation, or evidence, if any, relating to Subcontractor's assertion that another party is responsible for the claim shall be provided by Subcontractor to Contractor. b. Pay, within 30 days of receipt of invoice from Contractor a reasonable allocated share of the Contractor's defense fees and costs on an ongoing basis during the pendency of the claim, subject to any amounts reallocated upon final resolution of the claim, either by settlement or judgment. The Contractor will allocate a share to itself to the extent a claim or claims are alleged to be caused by its work, actions, or omissions, and a share to each other party to the extent a claim or claims are alleged to be caused by the other party's work, actions, or omissions, regardless of whether Contractor actually tenders the claim to any other party, and regardless of whether that other party is participating in the defense. If a Subcontractor fails to timely and adequately perform its obligations under Subparagraph (a) above, Contractor shall have the right to pursue a claim against Subcontractor for any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender resulting compensatory damages, consequential damages, and reasonable attorney's fees. If Subcontractor fails to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; timely perform its obligations under Subparagraph (b) subject above, Contractor shall have the right to permitted or deemed Rollovers pursue a claim against Subcontractor for any resulting compensatory damages, interest, on defense and Conversionsindemnity costs, from the Borrower’s failure date incurred, at the rate set forth in Civil Code Section 8818, consequential damages, and reasonable attorney's fees incurred to provide for the payment to the Agent for the account recover these amounts. If, upon request by Subcontractor, Contractor does not reallocate defense fees within 30 days following final resolution of the Lenders claim, Subcontractor shall have the right to pursue a claim against Contractor for any resulting compensatory damages with interest, from the date of final resolution of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) claim, at the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained rate set forth in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Civil Code Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligations8818.

General Indemnity. In addition to any liability of Borrowers indemnify and defend Lender and its owners, directors and officers, and their respective affiliates, heirs, successors and assigns (the Borrower to any Lender or the Agent under any other provision hereof“Indemnitees”) against, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party the Indemnitees harmless against from, any and all claims, demands, liabilities, obligations, losses, claimsdamages, penalties, actions, judgments, suits, awards, remedial response costs, damages expenses or liabilities disbursements of any kind or nature whatsoever (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and including reasonable out-of-pocket expenses attorneys’, accountants’, auctioneers’, consultants’ or paralegals’ fees and reasonable legal fees on expenses), which may at any time be imposed on, incurred by, or asserted against any Indemnitee in any way relating to or arising out of the administration, performance or enforcement by Lender of any of the Loan Documents or consummation of any of the transactions described therein; the existence of, perfection of a solicitor and his own client basis) incurred by Lien upon or the same as a result sale or collection of or in connection with the Credit Facility other realization upon any Collateral; or the failure of Borrowers to observe, perform or discharge any of its covenants or duties under any of the Loan Documents, in each case including as a result of or in connection with: (a) any cost or expense incurred by any Indemnitee in connection with any investigation, litigation, arbitration, or other judicial or non-judicial proceeding whether or not such Indemnitee is a party thereto. Without limiting the generality of the foregoing, this indemnity shall extend to any indemnified claims instituted or asserted against or incurred by any of the Indemnitees under any environmental laws. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any applicable law now or hereafter in effect, Borrowers shall pay (or shall promptly reimburse Lender for the liquidation or re-deployment payment of) all such Taxes, including any interest and penalties thereon, and will indemnify and hold Indemnitees harmless from and against all liability in whole or in part of deposits or other funds required connection therewith. The foregoing indemnities shall not apply to indemnified claims incurred by any Lender to fund or maintain any Loan Indemnitee as a result of the Borrower’s failure to complete a Drawdown or to make any paymentits own gross negligence, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) actions by one Indemnitee against another Indemnitee. Notwithstanding anything to the intentional failure contrary in any of the Loan Documents, the obligations of Borrowers with respect to each indemnity given by them in this Agreement or any of the other Loan Documents in favor of Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment payment in full of the Obligations.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees. Without limiting the generality of the foregoing, this indemnity shall extend to any liability Indemnified Claims instituted or asserted against or incurred by any of the Borrower to Indemnitees under any environmental laws. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender or any Obligor on account of the Agent under execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other provision hereofLoan Documents, or the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against creation or repayment of any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated the Obligations hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation any applicable law now or re-deployment hereafter in whole effect, Borrower shall pay (or in part of deposits or other funds required by any shall promptly reimburse Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Indemnified Claims incurred by any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or Indemnitee as a direct and proximate result of its own gross negligence of such Indemnified Party; or (ii) willful misconduct. Notwithstanding anything to the intentional failure contrary in any of the Lender which is Loan Documents, the Indemnified Party (or obligations of Borrower with which such Indemnified Party is an Affiliate or otherwise related) respect to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions each indemnity given by it under any of this Section the other Loan Documents shall survive repayment the termination of the Commitment and payment in full of the Obligations.

General Indemnity. In addition to any other liability of the Borrowers hereunder, each Borrower hereby agrees to any Lender or indemnify and save harmless the Agent under any other provision hereofIndemnitees from and against all liabilities, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any obligations, losses, claimsdamages, penalties, actions, judgments, suits, costs, damages expenses or liabilities disbursements (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and including reasonable legal fees on a solicitor and his own client basis) of any kind or nature whatsoever (but excluding any consequential damages and damages for loss of profit) which may be imposed on, incurred by or asserted against the same as a result Indemnitees (except to the extent arising from the negligence or wilful misconduct of such Indemnitees) which relate to or arise out of or in connection with the Credit Facility or the Documents, including as a result of or in connection withfrom: (a) any cost failure by any Borrower to pay and satisfy its obligations hereunder including, without limitation, any costs or expense expenses incurred by reason of the liquidation or re-deployment employment in whole or in part of deposits or other funds required by any Lender the Lenders to fund or maintain any Loan the Facilities or as a result of the such Borrower’s failure to complete a Drawdown or to make take any payment, repayment or prepayment action on the date required hereunder or specified by it in any notice given hereunder; (b) subject any investigation by Governmental Authorities or any litigation or other similar proceeding related to permitted any use made or deemed Rollovers and Conversions, proposed to be made by the Borrower’s failure to provide for the payment to the Agent for the account Borrowers of the Lenders proceeds of the full principal amount of each Bankers’ Acceptance on its maturity date;any Advance; and (c) any instructions given to any Lender to stop payment on any cheque issued by any Borrower or to reverse any wire transfer or other transaction initiated by such Lender at the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration request of any applicable grace or notice periods (subjectBorrower; provided, however, that such indemnity shall not be available to any Indemnitee to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment extent that such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; disbursements (i) any failure are determined by a court of competent jurisdiction to have resulted from the Borrower to observe gross negligence or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; Indemnitee or (ii) result from a claim brought by the intentional failure Credit Parties against any Indemnitee for breach in bad faith of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the ObligationsIndemnitee’s obligations under any Loan Document.

General Indemnity. In addition Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees to indemnify the Agent, each of the Lenders, each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each, an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees, disbursements and settlement costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to the Transaction Documents, the Obligations or the Collateral, excluding, however, (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Party, (ii) recourse (except as otherwise specifically provided in this Agreement) for Indemnified Amounts to the extent the same includes losses in respect of Receivables which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor, (iii) Indemnified Amounts that represent taxes based upon, or measured by, net income, or changes in the rate of tax or as determined by reference to the overall net income, of such Indemnified Party, (iv) Indemnified Amounts that represent franchise taxes, taxes on, or in the nature of, doing business taxes or capital taxes or (v) Indemnified Amounts that represent withholding taxes required for payments made to any liability foreign entity which, at the time such foreign entity issues its Commitment or Liquidity Commitment or becomes an assignee of a Lender hereunder, fails to deliver to the Agent and the Borrower to any Lender an accurate IRS Form W-8 BEN or W-8 ECI, as applicable. Without limiting the Agent under any other provision hereofforegoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to: (A) the creation of any Lien on, or transfer by any Loan Party of any interest in, the Collateral other than the sale of Receivables and hold each Indemnified related property by the Originator to the Seller pursuant to the Sale Agreement and by the Seller to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral to the Agent pursuant to Section 9.1; (B) any representation or warranty made by any Loan Party harmless against (or any lossesof its officers) under or in connection with any Transaction Document, claimsany Information Package or any other information or report delivered by or on behalf of any Loan Party pursuant hereto, costswhich shall have been false, damages incorrect or liabilities misleading in any respect when made or deemed made or delivered, as the case may be; (C) the failure by any Loan Party to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (D) the failure to vest and maintain vested in the Agent, for the benefit of the Secured Parties, a valid and perfected first priority security interest in the Collateral, free and clear of any other Lien, other than a Lien arising solely as a result of an act of one of the Secured Parties, now or at any time thereafter; (E) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Collateral; (F) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivables or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any loss other claim resulting from the sale of profits the services related to such Receivable or fees anticipated hereunderthe furnishing or failure to furnish such services; (G) any matter described in Section 3.4; (H) any failure of any Loan Party, as the Borrower, the Servicer or otherwise, to perform its duties or obligations in accordance with the provisions of this Agreement or the other Transaction Documents to which it is a party; (I) any expense products liability claim or cost incurred in the liquidation any claim of breach by any Loan Party of any related Contract with respect to any Receivable; (J) any tax or governmental fee or charge, all interest and re-deployment of funds acquired to fund penalties thereon or maintain any portion of a Loan with respect thereto, and reasonable all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the Agent’s security interest in the Collateral; (K) the commingling of Collections of Receivables at any time with other funds; (L) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby or thereby, the use of the proceeds of any Loan, the security interest in the Receivables and reasonable legal fees on a solicitor and his own client basis) incurred by Related Assets or any other investigation, litigation or proceeding relating to the same Borrower, the Seller or the Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby or thereby (other than an investigation, litigation or proceeding (1) relating to a dispute solely amongst the Lenders (or certain Lenders) and the Agent or (2) excluded by this Section 13.1(a)); (M) any inability to litigate any claim against any Obligor in connection with the Credit Facility or the Documents, including respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or in connection with:otherwise from any legal action, suit or proceeding; (aN) the occurrence of any Event of Default of the type described in Section 10.1(e); or (O) any cost or expense loss incurred by reason any of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan Secured Parties as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on inclusion in the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account Borrowing Base of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) Receivables owing from any failure single Obligor and its Affiliated Obligors which causes the aggregate Unpaid Balance of all such Receivables to exceed the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; applicable Obligor Concentration Limit or (ii) the intentional failure Receivables in excess of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the ObligationsExtended Term Concentration Limit.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund any Bankers’ Acceptance or to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) of the willful misconduct or gross negligence or wilful misconduct of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfiedclaiming indemnity hereunder. The provisions of this Section shall survive repayment of the Obligations.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Lender Indemnitees and to hold the Lender Indemnitees harmless from and against any liability Claim ever suffered or incurred by any of the Borrower Lender Indemnitees arising out of or related to this Agreement or any of the other DIP Financing Documents, the performance by Lender of its duties or the Agent under exercise of any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages of its rights or liabilities (including, without limitation, any loss of profits or fees anticipated remedies hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown observe, perform or discharge any of Borrower’s duties hereunder. Borrower shall also indemnify and defend the Lender Indemnitees against and save the Lender Indemnitees harmless from all Claims of any Person arising out of, related to, or with respect to make any paymenttransactions entered into pursuant to this Agreement or Lender’s Lien upon the Collateral. Without limiting the generality of the foregoing, repayment these indemnities shall extend to any Claims asserted against any of the Lender Indemnitees by any Person under any Environmental Laws or prepayment on the date required hereunder similar laws by reason of Borrower’s or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrowerother Person’s failure to provide comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including, any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other DIP Financing Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrower shall pay (or will promptly reimburse Lender for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Lender Indemnitees harmless from and against liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to protect any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is Indemnitees for the Indemnified Party (consequences of their own gross negligence or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition Borrowers hereby agree to indemnify and defend the Lender Indemnitees against and to hold the Lender Indemnitees harmless from any Claim ever suffered or incurred by any of the Lender Indemnitees that arises out of or relates to this Agreement or any of the other Loan Documents, any transactions entered into pursuant to any liability of the Borrower Loan Documents, Lender's Lien upon any of the Collateral, or the performance by Lender of its duties or the exercise of any of its rights or remedies under this Agreement or any of the other Loan Documents, or that results from Borrowers' failure to observe, perform or discharge any of Borrowers' duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Claims asserted against or incurred by any of the Lender or the Agent Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation Borrowers' or re-deployment in whole any other Person's (except a Lender Indemnitee or in part of deposits its agents) failure to comply with laws applicable to solid or hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender to fund or maintain any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other Loan Documents, or the creation or repayment of any of the Obligations, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrowers will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide will promptly reimburse Lender for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Lender Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Claims incurred by any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (Indemnitees as a direct and proximate result of any Lender Indemnitee's own gross negligence or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, including any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable and documented out-of-of- pocket expenses and reasonable and documented legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility Facilities or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (c) the Borrower’s repayment or prepayment of a SOFR Loan otherwise than on the last day of its Interest Period; (d) the Borrower’s repayment or prepayment of a Libor CDOR Rate Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (gf) the failure of the Borrower to make any other payment due hereunder; (hg) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (ih) any failure of the Borrower to observe or fulfil its obligations under Article 9; (i) without limiting the foregoing, any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Section 8.1(bb) hereof; (j) any failure of the Borrower to observe or fulfil its obligations under Section 5.5(4) hereof; (k) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (kl) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) of the willful misconduct or gross negligence or wilful misconduct of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. Further, for greater certainty, the provisions of this Section 13.2 shall not govern or apply to the Lender Financial Instruments or the Cash Management Documents or the performance thereof by the Borrower and its Subsidiaries (or with as applicable), which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all shall be governed by the respective terms and conditions precedent to a Drawdown hereunder have been satisfiedthereof. The provisions of this Section shall survive repayment of the Obligations.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, including any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility Facilities or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund any Bankers' Acceptance or to fund or maintain any Loan as a result of the Borrower’s 's failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s 's failure to provide for the payment to the Agent for the account of the Lenders (or, in respect of the Operating Facility, to the Operating Lender for its own account) of the full principal amount of each Bankers’ ' Acceptance on its maturity date; (c) the Borrower’s 's failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s 's repayment or prepayment of a Libor SOFR Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ ' Acceptance before the maturity date of such Bankers’ ' Acceptance; (f) the Borrower’s 's failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s 's representations and warranties contained in Article 89; (i) any failure of the Borrower to observe or fulfil its obligations under Article 910; (j) any failure of the Borrower to observe or fulfil its obligations under Section 5.4(3) hereof; (k) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (kl) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) of the willful misconduct or gross negligence or wilful misconduct of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. Further, for greater certainty, the provisions of this Section 14.2 shall not govern or apply to the Lender Financial Instruments or the Cash Management Documents or the performance thereof by the Borrower and its Subsidiaries (or with as applicable), which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all shall be governed by the respective terms and conditions precedent to a Drawdown hereunder have been satisfiedthereof. The provisions of this Section shall survive repayment of the Obligations.

General Indemnity. In addition (a) BCC shall indemnify, defend (with counsel reasonably acceptable to IPC) and hold harmless IPC, its directors, officers, shareholders, employees, agents and professional advisors (collectively, the "Indemnified Parties") from and against any liability and all claims, losses, damages, judgments, suits, causes of action, impairment of rights, expenses (including without limitation court costs and reasonable attorneys' fees) and costs (each, a "Loss", and collectively, "Losses") that they, or any of them, may incur for or on account of or arising (directly or indirectly) out of actions taken or threatened by any Person under, or otherwise related to or in connection with, the BCC-IPC Note. Without limiting the generality of the Borrower to any Lender or the Agent under any other provision hereofdefinition of Losses, the Borrower Losses shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (includinginclude, without limitation, the payment of any loss of profits or fees anticipated hereunder, any expense or cost incurred in and all amounts whatsoever 2 required to be paid by IPC to Meditrust under the liquidation and reBCC-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the DocumentsIPC Note, including as a result of without limitation all principal, interest, costs or in connection with:expenses due thereunder. (ab) any cost Notwithstanding the foregoing provisions to the contrary, in no event shall BCC be required to indemnify, defend or expense incurred by reason of hold harmless one or more Indemnified Party if the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender Loss for which such Indemnified Party is seeking to fund or maintain any Loan make a claim hereunder arose as a result of the Borrower’s failure grossly negligent or willful misconduct of any Indemnified Party or a breach of fiduciary duty of IPC or any affiliate of IPC to complete a Drawdown or to make BCC. Without limiting the foregoing, but provided no default beyond any paymentapplicable cure period has occurred under the BCC-IPC Note, repayment or prepayment on the date IPC shall not prepay before maturity (unless otherwise required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment Meditrust pursuant to the Agent for the account terms of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (hBCC-IPC Note) any inaccuracy principal or incompleteness interest under the BCC-IPC Note without the prior written consent of BCC, which consent (absent a default beyond the Borrower’s representations applicable cure period under the BCC-IPC Note) may be withheld in the sole and warranties contained in Article 8; (i) any failure absolute discretion of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the ObligationsBCC.

General Indemnity. In addition Borrowers hereby jointly and severally agree to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from and against any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Loan Documents (including any transactions entered into pursuant to any liability of the Borrower to any Lender Loan Documents, Lender’s Liens upon the Collateral, or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss performance by Lender of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility Lender’s duties or the Documents, including as a result exercise of any of Lender’s rights or in connection with: (a) remedies under this Agreement or any cost or expense incurred by reason of the liquidation other Loan Documents), or re-deployment in whole or in part of deposits or other funds required by (ii) results from any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown observe, perform or discharge any of such Borrower’s covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to make any payment, repayment Indemnified Claims instituted or prepayment on asserted against or incurred by any of the date required hereunder Indemnitees by any Person under any Environmental Laws or specified similar laws by it in reason of any notice given hereunder; (b) subject to permitted Borrower’s or deemed Rollovers and Conversions, the Borrowerany other Person’s failure to provide comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents or any financing statement or other perfection document relating thereto, or the creation or repayment of any of the Obligations hereunder, by reason of any applicable law now or hereafter in effect, Borrowers shall pay (or shall promptly reimburse Lender for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Indemnified Claims incurred by any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or Indemnitee as a direct and proximate result of its own gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees. Without limiting the generality of the foregoing, this indemnity shall extend to any liability Indemnified Claims instituted or asserted against or incurred by any of the Borrower to Indemnitees under any Environmental Laws. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender or Borrower on account of the Agent under execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other provision hereofLoan Documents, or the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against creation or repayment of any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated the Obligations hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of any applicable law now or hereafter in effect, Borrower shall pay (or shall promptly reimburse Lender for the liquidation or re-deployment payment of) all such Taxes, including any interest and penalties thereon, and will indemnify and hold Indemnitees harmless from and against all liability in whole or connection therewith. Notwithstanding anything to the contrary in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure Loan Documents, the obligations of Borrower and each Guarantor with respect to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified each indemnity given by it in this Agreement or any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders other Loan Documents in favor of Lender shall survive the termination of the Line of Credit and payment in full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligations. Notwithstanding anything to the contrary in the foregoing or in any of the Loan Documents, Borrower shall not be responsible for any Indemnified Claim to the extent caused by the gross negligence or willful misconduct of Lender, as determined by a final non-appealable judgment of a court of competent jurisdiction.

General Indemnity. In addition Each Obligor and Individual Limited Guarantor hereby agrees, jointly and severally, to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees. Without limiting the generality of the foregoing, this indemnity shall extend to any liability Indemnified Claims instituted or asserted against or incurred by any of the Borrower Indemnitees under any Environmental Laws or with respect to any Lender Environmental Liability of any Obligor or Individual Limited Guarantor. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Administrative Agent or Lenders, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Administrative Agent, any Lender, any Obligor or Individual Limited Guarantor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any applicable law now or hereafter in effect, Obligors and Individual Limited Guarantor shall pay (or shall promptly reimburse Administrative Agent under or such Lender for the payment of) all such Taxes, including any other provision hereofinterest and penalties thereon, the Borrower shall and will indemnify each Indemnified Party and hold each Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply to Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) Claims incurred by the same any Indemnitee as a result of its own gross negligence or willful misconduct as determined by a final non-appealable order of a court of competent jurisdiction. Notwithstanding anything to the contrary in connection with any of the Credit Facility or the Loan Documents, including as a result the obligations of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender each Obligor and each Individual Limited Guarantor with respect to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified each indemnity given by it in this Agreement or any notice given hereunder; (b) subject to permitted or deemed Rollovers of the other Loan Documents in favor of Administrative Agent and Conversions, the Borrower’s failure to provide for each Lender shall survive the payment to the Agent for the account in full of the Lenders Obligations and termination of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the ObligationsDocuments.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall and does hereby indemnify each Lender and the Agent and their respective Affiliates, directors, officers, agents and employees (collectively, in this Section, the "Indemnified Party Parties") and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, including any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit any Facility or the Loan Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the a liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund any Bankers' Acceptance or to fund or maintain any Loan as a result of the Borrower’s 's failure to complete a Drawdown an Advance or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s 's failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ ' Acceptance on its maturity dateRollover Date; (c) the Borrower’s 's failure to pay any other amount, including without limitation any interest or feefees, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise any outstanding Bankers' Acceptance or LIBOR Advance other than on the last day applicable Rollover Date of its Interest Periodsuch Bankers' Acceptance or LIBOR Advance, as applicable; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s 's failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (gf) the failure of the Borrower to make any other payment due hereunder; (hg) any inaccuracy or incompleteness of the Borrower’s 's representations and warranties contained in Article 8; (h) any failure of the Borrower to observe or fulfil its covenants under Article 9; (i) the occurrence of any Default or Event of Default; (j) any inaccuracy or incompleteness of the Borrower's representations and warranties contained in Section 8.1(w); or (k) any failure of the Borrower to observe or fulfil its obligations under Article 9; Section 3.8 (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrowerh)(iv), provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) of the willful misconduct or gross negligence or wilful misconduct of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds claiming indemnity hereunder when all conditions precedent to as determined by a Drawdown hereunder have been satisfiedcourt of competent jurisdiction in a final, non-appealable judgment. The provisions of this This Section shall survive repayment of the ObligationsLoan Indebtedness.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including including, without limitation, as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund any Bankers’ Acceptance or to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligations.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the (i) Borrower shall at its sole cost and expense, protect, defend, indemnify each Indemnified Party and hold each harmless the Indemnified Party harmless Parties from and against any losses, and all claims, costssuits, damages or liabilities (including, without limitation, strict liabilities), administrative and judicial actions and proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards, and litigation costs, of whatever kind or nature and whether or not incurred in connection with any loss judicial or administrative proceedings (including, but not limited to, reasonable attorneys' fees and other reasonable costs of profits defense) (the "LOSSES") imposed upon or fees anticipated hereunderincurred by or asserted against any Indemnified Parties (other than those arising from a state of facts that first came into existence after the Lenders acquired title to any REO Property of the Borrower through foreclosure or a deed in lieu thereof or forecloses its Lien upon the Mortgage Loans or from the Lenders' bad faith, willful misconduct or gross negligence), and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) ownership of the Global Note, the REO Mortgages, any expense of the other Loan Documents or cost incurred any REO Property or Mortgage Loan of the Borrower or any interest therein or receipt of any Rents, or Borrower's acquisition of any REO Property or Mortgage Loan or any claim made by any prior owner of such REO Property or the related Mortgaged Property relating to such acquisition or any sums that may be payable to such prior owner in connection therewith; (b) any amendment to, or restructuring of, the liquidation Indebtedness, the Global Note or any of the other Loan Documents; (c) any and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred all lawful action that may be taken by the same as a result Lenders in connection with the enforcement of the provisions of this Agreement, the Global Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with the Credit Facility Borrower or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations Affiliate of the Borrower hereunder for overdue amounts); becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (d) the Borrower’s repayment any accident, injury to or prepayment death of a Libor Loan otherwise than persons or loss of or damage to property occurring in, on or about any REO Property or Mortgaged Property or any part thereof or on the last day of its Interest Period; adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (e) any use, nonuse or condition in, on or about any REO Property or Mortgaged Property or any part thereof or on the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any failure on the Borrower’s failure part of the Borrower to give perform or be in compliance with any notice required to be given by it to of the Agent terms of this Agreement or any of the other Loan Documents; (g) performance of any labor or services or the Lenders hereunder; furnishing of any materials or other property in respect of any REO Property or Mortgaged Property or any part thereof; (gh) the failure of any person to file timely with the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness Internal Revenue Service an accurate Form 0000-X, Xxxxxxxxx for Recipients of the Borrower’s representations Proceeds from Real Estate, Broker and warranties contained Barter Exchange Transactions, which may be required in Article 8; connection with this Agreement; (i) any failure of any REO Property or Mortgaged Property to be in compliance with any Legal Requirement; (j) the enforcement by any Indemnified Party of the provisions of this SECTION 5.1(J) or (k) any and all claims and demands whatsoever which may be asserted against the Lenders by reason of any alleged obligations or undertakings on their part to perform or discharge any of the terms, covenants, or agreements contained in any Lease. Any amounts payable to an Indemnified Party by reason of the application of this SECTION 5.1(J)(I) shall become due and payable ten (10) days after demand and shall bear interest at the Default Rate from the tenth (10th) day after demand until paid. (ii) The Borrower shall, at its sole cost and expense, protect, defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any of the Indemnified Parties and directly or indirectly arising out of or in any way relating to any tax on the making and/or recording of this Agreement, the Global Note or any of the other Loan Documents (other than taxes imposed on the income of the Lenders). (iii) The Borrower shall, at its sole cost and expense, protect, defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses that the Indemnified Parties may incur, directly or indirectly, as a result of a default under the Borrower's covenants with respect to ERISA and employee benefits plans contained herein. (iv) Promptly after receipt by an Indemnified Party under this SECTION 5.1(j) or SECTION 5.1(i), of notice of the making of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against the Borrower under this SECTION 5.1(j) or SECTION 5.1(i), notify the Borrower in writing, but the omission so to notify the Borrower will not relieve the Borrower from any liability which it may have to any Indemnified Party under this SECTION 5.1(j) or SECTION 5.1(i) , or otherwise unless and to the extent that neither Borrower otherwise possessed knowledge of such claim or action and such failure resulted in the forfeiture by the Borrower of substantial rights and defenses. In case any such claim is made or action is brought against any Indemnified Party and such Indemnified Party seeks or intends to seek indemnity from the Borrower, the Borrower will be entitled to participate in, and, to the extent that they may wish, to assume the defense thereof with a single counsel reasonably satisfactory to the Lenders; and, upon receipt of notice from the Borrower to observe such Indemnified Party of their election so to assume the defense of such claim or fulfil its obligations under Article 9; (j) any failure action and only upon approval by the Indemnified Party of such counsel, the Borrower will not be liable to observe such Indemnified Party under this SECTION 5.1(j) or fulfil SECTION 5.1(i), for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. Notwithstanding the preceding sentence, each Indemnified Party will be entitled to employ counsel separate from such counsel for the Borrower and from any other Obligation party in such action if such Indemnified Party reasonably determines that a conflict of interest exists which makes representation by counsel chosen by the Borrower not specifically referred advisable. In such event, the reasonable fees and disbursements of such separate counsel will be paid by the Borrower. The Borrower shall not, without the prior written consent of an Indemnified Party, settle or compromise or consent to above; or (k) the occurrence entry of any Default judgment with respect to any pending or Event of Default threatened claim, action, suit or proceeding in respect of the Borrower, provided that this Section 12.2 shall which indemnification may be sought hereunder (whether or not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding. Each Indemnified Party shall not enter into a settlement of or consent to the entry of any judgment with respect to or otherwise related) compromise any action, claim, suit or proceeding as to advance funds which an Indemnified Party would be entitled to indemnification hereunder when all conditions precedent to a Drawdown hereunder have been satisfiedwithout the written consent of the Borrower which shall not be unreasonably withheld or delayed. The provisions of and undertakings and indemnification set forth in this Section SECTION 5.1(J) shall survive repayment the satisfaction and payment of the ObligationsIndebtedness and termination of this Agreement.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any Claim ever suffered or incurred by any of the Indemnitees arising out of or related to this Agreement or any of the other DIP Financing Documents, the performance by Agent or Lenders of their duties or the exercise of any of their rights or remedies hereunder, or the result of Borrower's failure to observe, perform or discharge any of Borrower's duties hereunder. Borrower shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to, or with respect to any liability transactions entered into pursuant to this Agreement or Agent's Lien arising from the DIP Financing Documents upon the Collateral. Without limiting the generality of the Borrower foregoing, these indemnities shall extend to any Lender or Claims asserted against any of the Agent Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation Borrower's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including, any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Agent, Lender to fund or maintain any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other DIP Financing Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrower shall pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to protect any losses, claims, costs, damages or liabilities that arise by reason of: (i) of the willful misconduct or Indemnitees for the consequences of their own gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition The Borrower hereby agrees to indemnify and defend the Indemnitees against and to release and hold the Indemnitees harmless from any liability Indemnified Claim that may be instituted or asserted against or incurred by any of the Borrower to Indemnitees. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of the Lender, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by the Lender or the Agent under Borrower on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other provision hereofLoan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any applicable Regulations now or hereafter in effect, the Borrower shall pay (or shall promptly reimburse the Lender for the payment of) all such Taxes, including any interest and penalties thereon, and will indemnify each Indemnified Party and hold each Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply to Indemnified Party harmless against Claims incurred by any losses, claims, costs, damages Indemnitee as a result of its own gross negligence or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and rewillful misconduct as determined by a final non-deployment of funds acquired to fund or maintain any portion appealable order of a court of competent jurisdiction. Notwithstanding anything to the contrary in any of the Loan Documents, the obligations of the Borrower with respect to each indemnity given by it in this Agreement or any of the other Loan Documents in favor of the Lender shall survive the payment in full of the Obligations. If the Borrower shall be required by law to withhold or deduct any Taxes from or in respect of any sum payable hereunder or such document to the Lender, (A) the sum payable to the Lender shall be increased as may be necessary so that after making all required withholding or deductions (including withholding or deductions applicable to additional sums payable under this Section 8.3) the Lender receives an amount equal to the sum it would have received had no such withholding or deductions been made, (B) the Borrower shall make such withholding or deductions and reasonable (C) the Borrower shall pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable Regulations. The Borrower will indemnify the Lender against, and reimburse the Lender on demand for, the full amount of all Taxes (including any Taxes imposed by any governmental authority on amounts payable under this Section 8.3 and any additional income or franchise taxes resulting therefrom) incurred or paid by the Lender or any bank holding company parent of the Lender and any liability (including penalties, interest, and out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basispaid to third parties) incurred by the same as a result of arising therefrom or in connection with the Credit Facility respect thereto, whether or the Documents, including as a result of or in connection with: not such Taxes were lawfully payable. Within thirty (a30) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on days after the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations payment of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given Taxes by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this it will furnish to the Lender, at its address referred to in Section 12.2 shall not apply 8.2, the original or a certified copy of a receipt or other documentation reasonably satisfactory to any lossesthe Lender, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsevidencing payment thereof.

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or asserted against any of the Indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Credit Documents (including any transactions entered into pursuant to any liability of the Credit Documents, Administrative Agent’s Lien upon the Collateral, or the performance by Agents, the Collateral Agents or Lenders of their duties or the exercise of any of their rights or remedies under this Agreement or any of the other Credit Documents), or (ii) results from a Borrower’s failure to observe, perform or discharge any of such Borrower’s covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Indemnified Claims instituted or asserted against the Indemnitees by any Person relating to the actual or alleged presence or Release of Hazardous Materials on, at, under or from any Property now or formerly owned or operated by Borrower, or any Environmental Claim relating to Borrower. Additionally, without duplication of Section 3.6, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agents and Lenders, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by any Agent or any Borrower to on account of the extension of the Loans and other Obligations by Agent, any Collateral Agent or any Lender or the Agent under repayment of any other provision hereofof the Obligations hereunder or the granting of a Lien in favor of Agent, for the Borrower shall benefit of Secured Parties, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agents and Lenders for the payment of) all such Taxes, including any interest and penalties thereon, and will indemnify each Indemnified Party and hold each Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply to Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) Claims incurred by the same any Indemnitee as a result of its own gross negligence or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise solely out of such any disputes between Lenders or Lenders and Agents. The foregoing indemnity shall not extend to or preclude any claim, demand, suit, allegation or other proceeding by any Borrower against any Indemnitee on account of any damages, losses, liabilities and expenses that may be suffered or incurred by any Borrower by a breach of this Agreement or the other Credit Documents by any Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligations.

General Indemnity. In addition The Contractor shall indemnify and save harmless the TJPA and its officers, directors, agents and employees from, and if requested shall defend them against, any and all loss, cost, damage, injury, liability, and claims thereof for injury to any liability or death of a person, including employees of the Borrower Contractor or loss of or damage to any Lender property, arising directly or indirectly from the Agent under any other provision hereofContractor’s performance of this Agreement, including, but not limited to, the Borrower Contractor’s use of facilities or equipment provided by the TJPA or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on the TJPA, except to the extent that such indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Agreement, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of the TJPA and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on the Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (includinginclude, without limitation, reasonable fees of attorneys, consultants and experts and related costs and the TJPA’s costs of investigating any loss of profits claims against the TJPA. In addition to the Contractor’s obligation to indemnify the TJPA, the Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend the TJPA from any claim which actually or fees anticipated hereunderpotentially falls within this indemnification provision, any expense even if the allegations are or cost incurred in may be groundless, false or fraudulent, which obligation arises at the liquidation and re-deployment of funds acquired time such claim is tendered to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred the Contractor by the same as a result TJPA and continues at all times thereafter. The Contractor shall have the exclusive right to select and retain attorneys to defend against such indemnified claims (subject to the reasonable approval of or in connection the TJPA) and the TJPA shall cooperate with the Credit Facility or the DocumentsContractor and its attorneys, including as a result of or in connection with: (a) any at no cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the ObligationsTJPA.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, including any expense or cost incurred in the liquidation and re-re deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility Facilities or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-re deployment in whole or in part of deposits or other funds required by any Lender to fund any Bankers' Acceptance or to fund or maintain any Loan as a result of the Borrower’s 's failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s 's failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ ' Acceptance on its maturity date; (c) the Borrower’s 's failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s 's repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ ' Acceptance before the maturity date of such Bankers’ ' Acceptance; (f) the Borrower’s 's failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s 's representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligations.

General Indemnity. In addition Each Credit Party hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any liability Claim ever suffered or incurred by any of the Borrower Indemnitees arising out of or related to this Agreement or any Lender of the other Loan Documents, the performance by Agent or Lenders of their duties or the Agent exercise of any of their rights or remedies under this Agreement or any of the other provision hereofLoan Documents, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of any Credit Party's failure to observe, perform or in connection discharge any of its duties hereunder. Each Credit Party shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to or with respect to any transactions entered into pursuant to this Agreement or Agent's Lien upon the Credit Facility Collateral. Without limiting the generality of the foregoing, this indemnity shall extend to any Claims asserted against or incurred by any of the Documents, including as a result of Indemnitees by any Person under any Environmental Laws or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation any Credit Party's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including, any Lender to fund intangibles tax, stamp tax, recording tax or maintain franchise tax) shall be payable by Agent or any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Credit Parties will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Claims incurred by any losses, claims, costs, damages of the Indemnitees as a direct and proximate result of their own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; any disputes arising solely between or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsamong Agent and any Lender.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from and against any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Loan Documents (including any transactions entered into pursuant to any liability of the Borrower to any Lender Loan Documents, Lender’s Liens upon the Collateral, or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss performance by Lender of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility Lender’s duties or the Documents, including as a result exercise of any of Lender’s rights or in connection with: (a) remedies under this Agreement or any cost or expense incurred by reason of the liquidation other Loan Documents), or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the (ii) results from Borrower’s failure to complete a Drawdown observe, perform or discharge any of Borrower’s covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to make any payment, repayment Indemnified Claims instituted or prepayment on asserted against or incurred by any of the date required hereunder Indemnitees by any Person under any Environmental Laws or specified similar laws by it in reason of Borrower’s or any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrowerother Person’s failure to provide comply in all material respects with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents or any financing statement or other perfection document relating thereto, or the creation or repayment of any of the Obligations hereunder, by reason of any applicable law now or hereafter in effect, Borrower shall pay (or shall promptly reimburse Lender for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Indemnified Claims incurred by any losses, claims, costs, damages Indemnitee as arising out of or liabilities that arise by reason of: (i) the willful misconduct or resulting from its own gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the The Borrower shall indemnify each Indemnified Party the Agent and the Lenders and their directors, officers, employees, attorneys and agents against and hold each Indemnified Party of them harmless against from any lossesloss, liabilities, damages, claims, costs, damages or liabilities costs and expenses (including, without limitation, any loss including fees and expenses of profits or fees anticipated hereunder, any expense or cost incurred in counsel to the liquidation Agent and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees the Lenders on a solicitor and his own client basisbasis and reasonable fees and expenses of all independent consultants) (each a “Claim”) suffered or incurred by the same as a result any of them arising out of, resulting from or in connection any manner connected with the Credit Facility or the Documents, including as a result of or in connection withrelated to: (a) any cost Environmental Matter, Environmental Liability or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder;Environmental Proceeding; and (b) subject to permitted any loss or deemed Rollovers and Conversionsexpense incurred in liquidating or re-employing deposits from which such funds were obtained, the Borrower’s failure to provide for the payment to which the Agent for or Lender may sustain or incur as a consequence of: (i) failure by the account Borrower to make payment when due of the Lenders of the full principal amount of each Bankers’ Acceptance or interest on its maturity dateany LIBOR Loan; (cii) failure by the Borrower’s Borrower in proceeding with a Borrowing after the Borrower has given a Borrowing Notice; (iii) failure to pay by the Borrower in repaying a Borrowing after the Borrower has given a notice of repayment; (iv) any other amountbreach, including without limitation non-observance or non-performance by the Borrower of any interest of its obligations, covenants, agreements, representations or feewarranties contained in this Agreement; and (v) except as otherwise provided in Subsection 5.1(c), due hereunder the repayment of any LIBOR Loan otherwise than on its due date after the expiration of any applicable grace LIBOR Interest Period or notice periods (subject, however, to the interest obligations repayment of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan any Bankers’ Acceptance otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure thereof. The indemnity set forth herein shall be in addition to give any notice required to be given by it to the Agent other obligations or the Lenders hereunder; (g) the failure liabilities of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations Agent and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate Lenders at common law or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of and this Section shall survive the repayment of the ObligationsAccommodation and the termination of this Agreement. A certificate of the Lender as to any such loss or expense, providing details of the calculation of such loss or expense, shall be prima facie evidence.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereofshall, the Borrower shall indemnify each Indemnified Party at Borrower's expense, protect, defend, indemnify, save and hold Agent and each Lender and each of their respective members or partners and its members' or partner's stockholders, directors, officers, members, employees and agents (collectively the “Indemnified Party Parties”) harmless against any and all claims, demands, losses, expenses (including court costs and reasonable attorney's fees and expenses), damages, causes of action (whether legal or equitable in nature) asserted by any person or entity arising out of, caused by or relating to the Loan, the Property, the Agent's exercise of its rights under the Loan Documents and the construction or interpretation of the relationship between Agent, Lenders and Borrower contrary to Section 20(d) hereof, except if suSch claims, costsdemands, damages losses, damages, causes of action arise out of the gross negligence or liabilities willful misconduct of the Indemnified Parties. Borrower shall pay to Agent upon demand all claims, judgments, damages, losses and expenses (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan including court costs and reasonable out-of-pocket expenses attorneys' fees and reasonable legal fees on a solicitor and his own client basisexpenses) incurred by Agent and/or the same Lenders as a result of any legal or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason other action arising out of the liquidation or re-deployment in whole or in aforesaid matters. Borrower acknowledges that the Indemnified Parties may defend any matter covered by the above indemnification by counsel of the relevant Indemnified Party's choice, and the costs of such defense (including reasonable attorney's fees) are part of deposits or other funds required the costs covered by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) this indemnity. The foregoing indemnification shall not be subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance limitations on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties liability contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section 21 below and shall survive repayment of the ObligationsLoan. WITHOUT LIMITATION, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY WITH RESPECT TO CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES OR ANY STRICT LIABILITY, BUT SHALL NOT APPLY WITH RESPECT TO THE GROSS NEGLIGENCE OF SUCH INDEMNIFIED PARTIES.

General Indemnity. In addition Borrowers hereby jointly and severally agree to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from and against any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Term Loan Documents (including any transactions entered into pursuant to any liability of the Borrower to any Lender Term Loan Documents, Lender’s Liens upon the Collateral, or the Agent under any other provision hereofperformance by Lender of Lender’s duties, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any lossesif any, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result exercise of any of Lender’s rights or in connection with: (a) remedies under this Agreement or any cost or expense incurred by reason of the liquidation other Term Loan Documents), or re-deployment in whole or in part of deposits or other funds required by (ii) results from any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown observe, perform or discharge any of such Borrower’s covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to make any payment, repayment Indemnified Claims instituted or prepayment on asserted against or incurred by any of the date required hereunder Indemnitees by any Person under any Environmental Laws or specified similar laws by it in reason of any notice given hereunder; (b) subject to permitted Borrower’s or deemed Rollovers and Conversions, the Borrowerany other Person’s failure to provide comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Term Loan Documents or any financing statement or other perfection document relating thereto, or the creation or repayment of any of the Obligations hereunder, by reason of any applicable law now or hereafter in effect, Borrowers shall pay (or shall promptly reimburse Lender for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Indemnified Claims to the extent incurred by any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or Indemnitee as a direct and proximate result of its own gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any liability Claim ever suffered or incurred by any of the Borrower Indemnitees arising out of or related to this Agreement or any Lender of the other Loan Documents, the performance by Agent or Lenders of their duties or the Agent exercise of any of their rights or remedies under this Agreement or any of the other provision hereofLoan Documents, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of Borrower's failure to observe, perform or in connection discharge any of Borrower's duties hereunder. Borrower shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to, or with respect to any transactions entered into pursuant to this Agreement or Agent's Lien upon the Credit Facility Collateral. Without limiting the generality of the foregoing, this indemnity shall extend to any Claims asserted against or incurred by any of the Documents, including as a result of Indemnitees by any Person under any Environmental Laws or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation Borrower's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income or gross receipts of Agent and Lenders, but including any Lender to fund intangibles tax, stamp tax, recording tax or maintain franchise tax) shall be payable by Agent or any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrower will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Claims incurred by any losses, claims, costs, damages of the Indemnitees as a direct and proximate result of their own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; or (ii) the intentional failure any disputes arising solely out of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsrelationship between Agent and any Lender.

General Indemnity. In addition to the payments pursuant to Section 9.3, the Company agrees to indemnify, pay, and hold Boston Chicken and any liability holder of the Borrower to Note, and the officers, directors, employees, agents, and affiliates of Boston Chicken and any Lender or the Agent under any other provision hereofsuch holder (collectively, the Borrower shall indemnify each Indemnified Party "Indemnitees"), harmless from and hold each Indemnified Party harmless against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, damages expenses, and disbursements of any kind or liabilities nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for any loss of profits such Indemnitees in connection with any investigative, administrative, or fees anticipated judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto) that may be imposed on, incurred by, or asserted against any Indemnitee, in any manner relating to or arising out of this Agreement, the Note, the Security Instruments and the exhibits or any other agreements or document executed and delivered by the Company in connection therewith, the Company's operation of its business (including any damage to public or worker health and safety or the environment), Boston Chicken's agreement to make the Loan hereunder, any expense or cost incurred the use or intended use of the proceeds of the Loan (the "indemnified liabilities"); provided that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the liquidation preceding sentence may be unenforceable because it violates any law or public policy, the Company shall contribute the maximum portion that it is permitted to pay under applicable law to the payment and re-deployment satisfaction of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) all indemnified liabilities incurred by the same as a result Indemnitees or any of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfiedthem. The provisions of the undertakings and indemnification set out in this Section 9.11 shall survive repayment satisfaction and payment of the ObligationsCompany's obligations hereunder and termination of this Agreement.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the The Borrower shall indemnify each Indemnified Party the Agent and the Lenders and their directors, officers, employees, attorneys and agents against and hold each Indemnified Party of them harmless against from any lossesloss, liabilities, damages, claims, costs, damages or liabilities costs and expenses (including, without limitation, any loss including fees and expenses of profits or fees anticipated hereunder, any expense or cost incurred in counsel to the liquidation Agent and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees the Lenders on a solicitor and his own client basisbasis and reasonable fees and expenses of all independent consultants) (each a "Claim") suffered or incurred by the same as a result any of them arising out of, resulting from or in connection any manner connected with the Credit Facility or the Documents, including as a result of or in connection withrelated to: (a) any cost Environmental Matter, Environmental Liability or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder;Environmental Proceeding; and (b) subject to permitted any loss or deemed Rollovers and Conversionsexpense incurred in liquidating or re-employing deposits from which such funds were obtained, the Borrower’s failure to provide for the payment to which the Agent for or Lender may sustain or incur as a consequence of: (i) failure by the account Borrower to make payment when due of the Lenders of the full principal amount of each Bankers’ Acceptance or interest on its maturity dateany LIBOR Loan; (cii) failure by the Borrower’s Borrower in proceeding with a Borrowing after the Borrower has given a Borrowing Notice; LEGAL_1:22094689.5 (iii) failure to pay by the Borrower in repaying a Borrowing after the Borrower has given a notice of repayment; (iv) any other amountbreach, including without limitation non-observance or non-performance by the Borrower of any interest of its obligations, covenants, agreements, representations or fee, due hereunder warranties contained in this Agreement; and (v) except as otherwise provided in Section 6.l(c)the repayment of any LIBOR Loan otherwise than on its due date after the expiration of any applicable grace LIBOR Interest Period or notice periods (subject, however, to the interest obligations repayment of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan any Bankers' Acceptance otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure thereof. The indemnity set forth herein shall be in addition to give any notice required to be given by it to the Agent other obligations or the Lenders hereunder; (g) the failure liabilities of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations Agent and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate Lenders at common law or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of and this Section shall survive the repayment of the ObligationsAccommodation and the termination of this Agreement. A certificate of the Lender as to any such loss or expense, providing details of the calculation of such loss or expense, shall be prima facie evidence.

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Loan Documents (including any transactions entered into pursuant to any liability of the Borrower Loan Documents, Agent's Lien upon the Collateral, or the performance by Agent or Lenders of their duties or the exercise of any of their rights or remedies under this Agreement or any of the other Loan Documents) or (ii) results from Borrowers' failure to observe, perform or discharge any of Borrowers' covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Lender Indemnified Claims instituted or asserted against or incurred by any of the Agent Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation any Borrower's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including any Lender to fund intangibles tax, stamp tax, recording tax or maintain franchise tax) shall be payable by Agent or any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrowers will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Indemnified Claims incurred by any losses, claims, costs, damages Indemnitee that result solely from its own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; any disputes between the Lenders or (ii) between the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the ObligationsAgent and any Lender.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Indemnities and to hold the Indemnities harmless from and against any liability Claim ever suffered or incurred by any of the Borrower Indemnities arising out of or related to this Agreement or any Lender of the other Loan Documents, the performance by Agent or Lenders of their duties or the Agent exercise of any of their rights or remedies under this Agreement or any of the other provision hereofLoan Documents, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of Borrower's failure to observe, perform or dis5harge any of Borrower's duties hereunder. Borrower shall also indemnify and defend the Indemnities against and save the Indemnities harmless from all Claims of any Person arising out of, related to, or with respect to any transactions entered into pursuant to this Agreement or Agent's Lien upon ,the Collateral. Without limiting the generality of the foregoing, this indemnity shall extend to any Claims asserted against or incurred by any of the Indemnities by any Person under any Environmental Laws or similar laws by reason of Borrower's or any other Person's failure to comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Agent or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrower will pay (or will promptly reimburse Agent and Lenders for the payment of) all such Taxes, including any interest and penalties thereon, and will indemnify and hold Indemnities harmless from and against all liability in connection with therewith. The foregoing indemnities shall not apply to Claims incurred by any of the Credit Facility or the Documents, including Indemnities as a result of their own gross negligence or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; or (ii) the intentional failure any disputes arising solely out of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfiedrelationship between Agent and any Lender. The provisions of SECTION 4.5 and the obligation of Borrower to indemnify and defend the Indemnities and to hold the Indemnities harmless from Claims relating to Taxes, Claims arising from or related to securities laws, Claims arising from or relating to the issuance of Letters of Credit or the LC Support and Claims involving or alleging any preferential transfer, fraudulent conveyance or similar matter under this Section SECTION 11.1 or other provision of this Agreement shall survive repayment in perpetuity the payment in full of the ObligationsObligations and the termination of the Commitments. All other indemnification obligations of Borrower under this SECTION 11.1 or other provisions of this Agreement shall survive payment in full of the Obligations and the termination of the Commitments for a period of 1 year.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from and against any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Loan Documents (including any transactions entered into pursuant to any liability of the Borrower to any Lender Loan Documents, Lender’s Liens upon the Collateral, or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss performance by Lender of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility Lender’s duties or the Documents, including as a result exercise of any of Lender’s rights or in connection with: (a) remedies under this Agreement or any cost or expense incurred by reason of the liquidation other Loan Documents), or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the (ii) results from Borrower’s failure to complete a Drawdown observe, perform or discharge any of Borrower’s covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to make any payment, repayment Indemnified Claims instituted or prepayment on asserted against or incurred by any of the date required hereunder Indemnitees by any Person under any Environmental Laws or specified similar laws by it in reason of Borrower’s or any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrowerother Person’s failure to provide comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents or any financing statement or other perfection document relating thereto, or the creation or repayment of any of the Obligations hereunder, by reason of any applicable law now or hereafter in effect, Borrower shall pay (or shall promptly reimburse Lender for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Indemnified Claims incurred by any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or Indemnitee as a direct and proximate result of its own gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the Lender Indemnitees and to hold the Lender Indemnitees harmless from and against any Claim ever suffered or incurred by any of the Lender Indemnitees arising out of or related to this Agreement or any of the other DIP Financing Documents, the performance by Lender of its duties or the exercise of any of its rights or remedies hereunder, or the result of either Borrower's failure to observe, perform or discharge any of such Borrower's duties hereunder. Borrowers shall also jointly and severally indemnify and defend the Lender Indemnitees against and save the Lender Indemnitees harmless from all Claims of any Person arising out of, related to, or with respect to any liability transactions entered into pursuant to this Agreement or Lender's Lien upon the Collateral. Without limiting the generality of the Borrower foregoing, these indemnities shall extend to any Claims asserted against any of the Lender or the Agent Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation Borrowers' or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including, any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender to fund or maintain any Loan as a result either Borrower on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other DIP Financing Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrowers shall pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide will promptly reimburse Lender for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Lender Indemnitees harmless from and against liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to protect any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is Indemnitees for the Indemnified Party (consequences of their own gross negligence or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Lender, its agents, attorneys, successors and/or assigns, and to hold such indemnitees harmless from and against any liability Claim ever suffered or incurred by any of these indemnitees arising out of or related to this Agreement or any of the Borrower to any other Financing Documents, the performance by Lender of its duties or the Agent under exercise of any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages of its rights or liabilities (including, without limitation, any loss of profits or fees anticipated remedies hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown observe, perform or to make discharge any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the of Borrower’s failure duties hereunder. Borrower shall also indemnify and defend the foregoing indemnitees against and save the indemnitees harmless from all Claims of any Person arising out of, related to, or with respect to provide any transactions entered into pursuant to this Agreement or Lender’s Lien arising from the Financing Documents upon the Collateral. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including, any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender, or Borrower on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Financing Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrower shall pay (or will promptly reimburse Lender for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after and will indemnify and hold the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations foregoing indemnitees harmless from and warranties contained against liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to protect any losses, claims, costs, damages or liabilities of the foregoing indemnitees for the consequences of their own actions that arise are determined by reason of: (i) the willful misconduct or a final court order to be gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-re deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including including, without limitation, as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-the deployment in whole or in part of deposits or other funds required by any Lender to fund any Bankers’ Acceptance or to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligations.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the The Borrower shall indemnify each Indemnified Party the Agent and the Lenders and their directors, officers, employees, attorneys and agents against and hold each Indemnified Party of them harmless against from any lossesloss, liabilities, damages, claims, costs, damages or liabilities costs and expenses (including, without limitation, any loss including fees and expenses of profits or fees anticipated hereunder, any expense or cost incurred in counsel to the liquidation Agent and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees the Lenders on a solicitor and his own client basisbasis and reasonable fees and expenses of all independent consultants) (each a “Claim”) suffered or incurred by the same as a result any of them arising out of, resulting from or in connection any manner connected with the Credit Facility or the Documents, including as a result of or in connection withrelated to: (a) any cost Environmental Matter, Environmental Liability or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder;Environmental Proceeding; and (b) subject to permitted any loss or deemed Rollovers and Conversionsexpense incurred in liquidating or re-employing deposits from which such funds were obtained, the Borrower’s failure to provide for the payment to which the Agent for or Lender may sustain or incur as a consequence of: (i) failure by the account Borrower to make payment when due of the Lenders of the full principal amount of each Bankers’ Acceptance or interest on its maturity dateany LIBOR Loan; (cii) failure by the Borrower’s Borrower in proceeding with a Borrowing after the Borrower has given a Borrowing Notice; (iii) failure to pay by the Borrower in repaying a Borrowing after the Borrower has given a notice of repayment; (iv) any other amountbreach, including without limitation non-observance or non-performance by the Borrower of any interest of its obligations, covenants, agreements, representations or fee, due hereunder warranties contained in this Agreement; and (v) except as otherwise provided in Section 6.1(c)the repayment of any LIBOR Loan otherwise than on its due date after the expiration of any applicable grace LIBOR Interest Period or notice periods (subject, however, to the interest obligations repayment of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan any Bankers’ Acceptance otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure thereof. The indemnity set forth herein shall be in addition to give any notice required to be given by it to the Agent other obligations or the Lenders hereunder; (g) the failure liabilities of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations Agent and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate Lenders at common law or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of and this Section shall survive the repayment of the ObligationsAccommodation and the termination of this Agreement. A certificate of the Lender as to any such loss or expense, providing details of the calculation of such loss or expense, shall be prima facie evidence.

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Loan Documents (including any transactions entered into pursuant to any liability of the Borrower Loan Documents, Agent's Lien upon the Collateral, or the performance by Agent or Lenders of their duties or the exercise of any of their rights or remedies under this Agreement or any of the other Loan Documents), or (ii) results from such Borrower's failure to observe, perform or discharge any of such Borrower's covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Lender Indemnified Claims instituted or asserted against or incurred by any of the Agent Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation either Borrower's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Indemnified Taxes shall be payable by Agent or any Lender to fund or maintain any Loan as a result on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrowers will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Indemnified Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Indemnified Claims incurred by any losses, claims, costs, damages of the Indemnitees as a direct and proximate result of its own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of any disputes between Agent and any Lender. Agent or any Lender claiming indemnification under this Section 14.2 shall provide Borrowers with a certificate, setting forth the amount and basis of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfiedclaim. The provisions of this Section Such certificate shall survive repayment of the Obligationsbe conclusive, absent manifest error.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Agent Indemnitees and the Lender Indemnitees and to hold the Agent Indemnitees and the Lender Indemnitees harmless from and against any liability Claim ever suffered or incurred by any of the Borrower Agent Indemnitees or Lender Indemnitees (including reasonable attorneys' fees and legal expenses) arising out of or related to this Agreement or any Lender of the other Loan Documents, the performance by Agent or Lenders of their duties or the Agent under exercise of any other provision hereofof their rights or remedies hereunder, or the result of Borrower's failure to observe, perform or discharge Borrower's duties hereunder. In addition, Borrower shall indemnify each Indemnified Party and hold each Indemnified Party defend the Agent Indemnitees and the Lender Indemnitees against and save the Agent Indemnitees and the Lender Indemnitees harmless from all Claims of any Person with respect to the Collateral. Without limiting the generality of the foregoing, these indemnities shall extend to any Claims asserted against any losses, claims, costs, damages of the Agent Indemnitees and the Lender Indemnitees by any Person under any Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation Borrower's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including, any Lender to fund intangibles tax, stamp tax, recording tax or maintain franchise tax) shall be payable by Agent, any Loan as a result Lender, Borrower or any Guarantor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrower will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the and will indemnify and hold Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations Indemnitees and warranties contained Lender Indemnitees harmless from and against liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsconnection therewith.

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Loan Documents (including any transactions entered into pursuant to any liability of the Borrower to any Lender Loan Documents, Administrative Agent’s Lien upon the Collateral, or the performance by Administrative Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss Lenders of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility their duties or the Documents, including as a result exercise of any of their rights or in connection with: (a) remedies under this Agreement or any cost or expense incurred by reason of the liquidation other Loan Documents), or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as (ii) results from a result of the Borrower’s failure to complete a Drawdown observe, perform or discharge any of such Borrower’s covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to make any payment, repayment Indemnified Claims instituted or prepayment on asserted against or incurred by any of the date required hereunder Indemnitees by any Person under any Environmental Laws by reason of any Borrower’s or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrowerother Person’s failure to provide comply with Environmental Laws applicable to solid or hazardous waste materials or other toxic substances or any Real Estate. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income or gross receipts of Administrative Agent and Lenders, but including any intangibles tax, stamp tax or recording tax) shall be payable by Administrative Agent or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Administrative Agent and Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Indemnified Claims incurred by any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or Indemnitee as a direct and proximate result of its own gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, including any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable and documented out-of-pocket expenses and reasonable and documented legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility Facilities or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (c) the Borrower’s repayment or prepayment of a SOFR Loan otherwise than on the last day of its Interest Period; (d) the Borrower’s repayment or prepayment of a Libor CDOR Rate Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (gf) the failure of the Borrower to make any other payment due hereunder; (hg) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (ih) any failure of the Borrower to observe or fulfil its obligations under Article 9; (i) without limiting the foregoing, any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Section 8.1(bb) hereof; (j) any failure of the Borrower to observe or fulfil its obligations under Section 5.5(4) hereof; (k) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (kl) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) of the willful misconduct or gross negligence or wilful misconduct of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party claiming indemnity hereunder, as determined in a final, non-appealable judgment by a court of competent jurisdiction. Further, for greater certainty, the provisions of this Section 13.2 shall not govern or apply to the Lender Financial Instruments or the Cash Management Documents or the performance thereof by the Borrower and its Subsidiaries (or with as applicable), which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all shall be governed by the respective terms and conditions precedent to a Drawdown hereunder have been satisfiedthereof. The provisions of this Section shall survive repayment of the Obligations.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Loan Documents (including any transactions entered into pursuant to any liability of the Borrower Loan Documents, Lender's Lien upon the Collateral, or the performance by Lender of its duties or the exercise of any of its rights or remedies under this Agreement or any of the other Loan Documents) or (ii) results from Borrower's failure to observe, perform or discharge any of Borrower's covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Lender Indemnified Claims instituted or asserted against or incurred by any of the Agent Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation Borrower's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender to fund or maintain any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrower will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide will promptly reimburse Lender for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Indemnified Claims incurred by any losses, claims, costs, damages or liabilities that arise by reason of: (i) of the willful misconduct or Indemnitees as a direct and proximate result of their own gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any liability Claim ever suffered or incurred by any of the Borrower Indemnitees arising out of or related to this Agreement or any Lender of the other Loan Documents, the performance by Agent or Lenders of their duties or the Agent exercise of any of their rights or remedies under this Agreement or any of the other provision hereofLoan Documents, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown observe, perform or discharge any of its duties hereunder. Each Borrower shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to make or with respect to any paymenttransactions entered into pursuant to this Agreement or Agent’s Lien upon the Collateral. Without limiting the generality of the foregoing, repayment this indemnity shall extend to any Claims asserted against or prepayment on incurred by any of the date required hereunder Indemnitees by any Person under any Environmental Laws or specified similar laws by it in reason of any notice given hereunder; (b) subject to permitted Borrower’s or deemed Rollovers and Conversions, the Borrowerany other Person’s failure to provide comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including, any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Agent or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agent and Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Claims incurred by any losses, claims, costs, damages of the Indemnitees as a direct and proximate result of their own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; or (ii) the intentional failure any disputes arising solely out of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsrelationship between Agent and any Lender.

General Indemnity. In addition to the payment of costs and expenses pursuant to Section 8.02, whether or not any liability Advance is made, Borrower agrees to indemnify, pay and hold Lender and any holder of the Borrower to any Note, and the officers, directors, employees, agents and affiliates of Lender or the Agent under any other provision hereofand such holder(s) (collectively, the Borrower shall indemnify each Indemnified Party “Indemnitees”) harmless from and hold each Indemnified Party harmless against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, damages expenses and disbursements of any kind or nature whatsoever (including reasonable Attorneys’ Fees and expenses) that may be imposed on, incurred by or asserted against the Indemnitees, in any manner relating to or arising out of any of the Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower in connection herewith or therewith, the statements contained in any commitment letters delivered by Lender to Borrower, Lender’s agreement to make the Loan hereunder or the use or intended use of the proceeds of the Loan hereunder (collectively, the “indemnified liabilities”); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (includingarising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction in a final, without limitationnonappealable order. To the extent that the undertaking to indemnify, any loss of profits or fees anticipated hereunder, any expense or cost incurred pay and hold harmless set forth in the liquidation preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and re-deployment satisfy under applicable law to the payment and satisfaction of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) all indemnified liabilities incurred by the same as a result Indemnitees or any of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfiedthem. The provisions of the undertakings and indemnification set out in this Section 8.03 shall survive repayment satisfaction and payment of Borrower’s Obligations and the Obligationstermination of this Agreement.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend ----------------- the Indemnitees and to hold the Indemnitees harmless from and against any Claim ever suffered or incurred by any of the Indemnitees arising out of or related to this Agreement or any of the other DIP Financing Documents, the performance by Agent or Lenders of their duties or the exercise of any of their rights or remedies hereunder, or the result of Borrower's failure to observe, perform or discharge any of Borrower's duties hereunder. Borrower shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to, or with respect to any liability transactions entered into pursuant to this Agreement or Agent's Lien upon the Collateral. Without limiting the generality of the Borrower foregoing, these indemnities shall extend to any Lender or Claims asserted against any of the Agent Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation Borrower's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including, any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Agent, Lender to fund or maintain any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other DIP Financing Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrower shall pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to protect any losses, claims, costs, damages or liabilities that arise by reason of: (i) of the willful misconduct or Indemnitees for the consequences of their own gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from and against any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Loan Documents (including any transactions entered into pursuant to any liability of the Borrower Loan Documents, Administrative Agent's Liens upon the Collateral, or the performance by any member of the Lender Group of its respective duties or the exercise of any of Lender Group's rights or remedies under this Agreement or any of the other Loan Documents), or (ii) results from Borrower's failure to observe, perform or discharge any of Borrower's covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Lender Indemnified Claims instituted or asserted against or incurred by any of the Agent Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of Borrower's or any other Person's failure to comply with laws applicable to the liquidation management, manufacture, processing, distribution, use, treatment, storage, disposal, Release, transport, or re-deployment in whole handling of any Hazardous Materials. Additionally, if any Taxes (excluding Taxes imposed upon or in part measured solely by the net income of deposits any member of the Lender Group, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by any member of the Lender Group or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents or any financing statement or other funds required by perfection document relating thereto, or the creation or repayment of any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown Obligations hereunder, by reason of any applicable law now or to make any paymenthereafter in effect, repayment Borrower shall pay (or prepayment on shall promptly reimburse such member of the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide Lender Group for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Indemnified Claims incurred by any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or Indemnitee as a direct and proximate result of its own gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied, in each case, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The provisions of this Section shall survive repayment of the Obligations.

General Indemnity. In addition Borrower hereby indemnifies each Indemnitee and agrees to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party Indemnitee harmless against any and all reasonable liabilities, damages, losses, claims, costscosts and expenses (excluding any taxes, damages fees or liabilities (includingother charges on, without limitationbased on, or measured by the gross or net receipts or the gross or net income of any Lender, or any business or similar taxes, any loss of profits or fees anticipated hereundertransfer taxes and Taxes for which a Lender is otherwise indemnified pursuant to Section 6.5), and to reimburse such Indemnitee for any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal or other fees on a solicitor and his own client basis) or expenses, incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or it in connection with: , arising out of or resulting from (a) any cost claim or expense incurred by reason of defending or prosecuting any action or proceeding relating to the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any paymentFinancing Documents, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted any Default, Event of Default, breach of warranty by Borrower, material misrepresentation by Borrower or deemed Rollovers and Conversionsnon-performance by Borrower of any of its covenants or obligations under any Financing Document, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amountLease Default, including without limitation any interest Lease Event of Default, breach of warranty by Lessee, misrepresentation by Lessee or fee, due hereunder on its due date after the expiration non-performance by Lessee of any applicable grace of its covenants or notice periods (subjectobligations under any Transaction Document, however, to the interest obligations of the Borrower hereunder for overdue amounts); or (d) the Borrower’s repayment possession, delivery, registration, maintenance, condition, service, repair, overhaul, use or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure operation of the Borrower to make any other payment due hereunder; (h) any inaccuracy Equipment whether or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply attributable to any defect in the Equipment or to its design, testing, use or otherwise; provided, that Borrower shall have no obligation to indemnify or hold harmless any Indemnitee for any liabilities, damages, losses, claims, costs, damages costs or liabilities that arise by reason of: (i) the willful expenses resulting from any Indemnitee's gross negligence or wilful misconduct or gross negligence the breach of such Indemnified Party; any representations, warranties or (ii) the intentional failure covenants of the Lender Lenders set forth herein; provided that prior to making any claim against Borrower under this Section 6.7 such Indemnitee shall have made demand of Lessee for indemnity as to any claim or expense indemnified against by Lessee under the Lease; and provided, that Borrower shall have no liability under this Section 6.7 for principal, interest and amounts payable pursuant to Section 6.1, 12.1, 12.2, 12.3 or 12.5, which is payments are subject to the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligations2.7.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under Without limiting any other provision hereofrights hereunder or under applicable law, the Borrower shall Seller hereby agrees to indemnify MBFG, and its successors, transferees, and assigns and all officers, directors, shareholders, employees and agents thereof (each an “Indemnified Party Person”), forthwith on demand, from and hold each Indemnified Party harmless against any and all damages, losses, claims, costsliabilities and related costs and expenses, damages including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or liabilities incurred by any of them arising out of or relating to the transactions contemplated hereby or the ownership of any Receivable, including without limitation: (includinga) any representation or warranty made by Seller or any of its officers or affiliates that was false or misleading when made; (b) Seller’s breach of applicable law, rule or regulation; (c) any imperfection in MBFG’s security or ownership interest in any Collateral or Receivable caused by Seller; (d) any dispute, claim, offset or defense of any Obligor, including without limitation, any loss of profits relating to the goods or fees anticipated hereunder, any expense or cost incurred in the liquidation services related to such Receivables and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: products liability claims; (ae) any cost tax or expense incurred by reason of the liquidation governmental fee or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers charge and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amountall interest and penalties thereon, including without limitation any interest sales tax that may be assessed or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than charged on the last day purchase and sale of its Interest Period; Receivable hereunder: (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (it) any failure of the Borrower Seller to observe perform its duties or fulfil its obligations under Article 9; hereunder or tinder any Contract; and (jg) any failure Seller’s purchase, transport, storing, use or disposing of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided Hazardous Materials. Seller acknowledges that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) MBFG is not now, and has not ever been, in control of Seller’s affairs, (ii).MBFG does not have the willful misconduct capacity to influence Seller’s conduct with respect to the ownership, operation or gross negligence management of such Indemnified Party; Seller or any of its facilities or its handling or disposal of Hazardous Materials (iiother than to require compliance with applicable law) the intentional failure and (iii) each of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to Seller and its subsidiaries together constitute a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationscommon enterprise.

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or asserted against any of the Indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Credit Documents (including any transactions entered into pursuant to any liability of the Credit Documents, Administrative Agent’s Lien upon the Collateral, or the performance by Agents or Lenders of their duties or the exercise of any of their rights or remedies under this Agreement or any of the other Credit Documents), or (ii) results from a Borrower’s failure to observe, perform or discharge any of such Borrower’s covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Indemnified Claims instituted or asserted against or incurred by any of the Indemnitees by any Person under any Environmental Laws or similar laws by reason of any Borrower’s failure to comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, without duplication of Section 3.7, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agents and Lenders, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by any Agent or any Borrower to on account of the extension of the Loans and other Obligations by Agent or any Lender or the Agent under repayment of any other provision hereofof the Obligations hereunder or the granting of a Lien in favor of Agent, for the Borrower shall benefit of Secured Parties, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agents and Lenders for the payment of) all such Taxes, including any interest and penalties thereon, and will indemnify each Indemnified Party and hold each Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply to Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) Claims incurred by the same any Indemnitee as a result of its own gross negligence or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise solely out of such any disputes between Lenders or Lenders and Agents. The foregoing indemnity shall not extend to or preclude any claim, demand, suit, allegation or other proceeding by any Borrower against any Indemnitee on account of any damages, losses, liabilities and expenses that may be suffered or incurred by any Borrower by a breach of this Agreement or the other Credit Documents by any Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligations.

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Claim ever suffered or incurred by any of the Indemnitees that arises out of or relates to this Agreement or any of the other Loan Documents, any transactions entered into pursuant to any liability of the Borrower to any Lender Loan Documents, Agent’s Lien upon the Collateral or the performance by Agent or Lenders of their duties or the exercise of any of their rights or remedies under this Agreement or any of the other provision hereofLoan Documents, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown observe, perform or discharge any of its duties hereunder. Each Borrower shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to make or with respect to any paymenttransactions entered into pursuant to this Agreement or Agent’s Lien upon the Collateral. Without limiting the generality of the foregoing, repayment this indemnity shall extend to any Claims asserted against or prepayment on incurred by any of the date required hereunder Indemnitees by any Person under any Environmental Laws or specified similar laws by it in reason of any notice given hereunder; (b) subject to permitted Borrower’s or deemed Rollovers and Conversions, the Borrowerany other Person’s failure to provide comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including, any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Agent or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agent and Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Claims incurred by any losses, claims, costs, damages of the Indemnitees as a direct and proximate result of their own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; or (ii) the intentional failure any disputes arising solely out of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsrelationship between Agent and any Lender.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the The Borrower shall indemnify each Indemnified Party the Agent and the Lenders and their directors, officers, employees, attorneys and agents against and hold each Indemnified Party of them harmless against from any lossesloss, liabilities, damages, claims, costs, damages or liabilities costs and expenses (including, without limitation, any loss including fees and expenses of profits or fees anticipated hereunder, any expense or cost incurred in counsel to the liquidation Agent and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees the Lenders on a solicitor and his own client basisbasis and reasonable fees and expenses of all independent consultants) (each a "Claim") suffered or incurred by the same as a result any of them arising out of, resulting from or in connection any manner connected with the Credit Facility or the Documents, including as a result of or in connection withrelated to: (a) any cost Environmental Matter, Environmental Liability or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder;Environmental Proceeding; and (b) subject to permitted any loss or deemed Rollovers and Conversionsexpense incurred in liquidating or re-employing deposits from which such funds were obtained, the Borrower’s failure to provide for the payment to which the Agent for or Lender may sustain or incur as a consequence of: (i) failure by the account Borrower to make payment when due of the Lenders of the full principal amount of each Bankers’ Acceptance or interest on its maturity dateany LIBOR Loan; (cii) failure by the Borrower’s Borrower in proceeding with a Borrowing after the Borrower has given a Borrowing Notice; (iii) failure to pay by the Borrower in repaying a Borrowing after the Borrower has given a notice of repayment; (iv) any other amountbreach, including without limitation non-observance or non-performance by the Borrower of any interest of its obligations, covenants, agreements, representations or feewarranties contained in this Agreement; and (v) except as otherwise provided in Subsection 5.l(c), due hereunder the repayment of any LIBOR Loan otherwise than on its due date after the expiration of any applicable grace LIBOR Interest Period or notice periods (subject, however, to the interest obligations repayment of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan any Bankers' Acceptance otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure thereof. The indemnity set forth herein shall be in addition to give any notice required to be given by it to the Agent other obligations or the Lenders hereunder; (g) the failure liabilities of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations Agent and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate Lenders at common law or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of and this Section shall survive the repayment of the Obligations.Accommodation and the termination of this Agreement. A certificate of the Lender as to any such loss or expense, providing details of the calculation of such loss or expense, shall be prima facie evidence. LEGAL_l:28867748.6

General Indemnity. In addition Borrowers hereby agree, on a joint and several basis, to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any Claim ever suffered or incurred by any of the Indemnitees arising out of or related to this Agreement or any of the other DIP Financing Documents, the performance by Lender of its duties or the exercise of any of its rights or remedies hereunder, or the result of Borrowers' failure to observe, perform or discharge any of Borrowers' duties hereunder. Borrowers shall also indemnify and defend, on a joint and several basis, the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to, or with respect to any liability transactions entered into pursuant to this Agreement or Lender's Lien arising from the DIP Financing Documents upon the Collateral. Without limiting the generality of the Borrower foregoing, these indemnities shall extend to any Lender or Claims asserted against any of the Agent Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of Borrowers' or any other Person's failure to comply with laws applicable to Hazardous Materials. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the liquidation net income of Lender, but including, any intangibles tax, stamp tax, recording tax or re-deployment in whole franchise tax) shall be payable by Lender, or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result Borrowers on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other DIP Financing Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrowers shall pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide will promptly reimburse Lender for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to protect any losses, claims, costs, damages or liabilities that arise by reason of: (i) of the willful misconduct or Indemnitees for the consequences of their own gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or asserted against or incurred by any of the Indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Loan Documents (including any transactions entered into pursuant to any liability of the Borrower Loan Documents, Agent's Lien upon the Collateral, or the performance by Agent or Lenders of their duties or the exercise of any of their rights or remedies under this Agreement or any of the other Loan Documents) or (ii) results from Borrowers' failure to observe, perform or discharge any of Borrowers' covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Lender Indemnified Claims instituted or asserted against or incurred by any of the Agent Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation any Borrower's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including any Lender to fund intangibles tax, stamp tax, recording tax or maintain franchise tax) shall be payable by Agent or any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrowers will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Indemnified Claims incurred by any losses, claims, costs, damages of the Indemnitees as a direct and proximate result of their own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; or (ii) the intentional failure any disputes arising solely out of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsrelationship between Agent and any Lender.

General Indemnity. In addition to, and not to the exclusion or prejudice of, any liability provisions of the Borrower to any Lender this AGREEMENT, or the Agent under any other provision hereofdocuments incorporated herein by reference, the Borrower DEVELOPER shall indemnify each Indemnified Party and hold each Indemnified Party save harmless the CITY, its trustees, officers, agent, independent contractors, and employees, and shall defend the same from and against any lossesand all liability, claims, losses, damages, interests, action, suits, judgment, costs, damages expenses, attorney fees and the like to whomever owned and by whomever and whenever brought or liabilities (including, without limitation, maintained which may in any loss of profits manner result from or fees anticipated hereunder, any expense or cost incurred arise in the liquidation and re-deployment of funds acquired to fund cause of, out of, or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure following acts or omissions of the DEVELOPER: A. Negligent performance of this AGREEMENT. B. Negligent construction or operation of improvements covered under this C. Violation of any law or ordinance. D. The infringement of any patent trademark, trade name or copyright. E. Use of road improvements prior to complete their formal dedication to their dedication to the CITY. F. In any case where judgment is recovered against the CITY for any one or more of the foregoing acts or omissions of the DEVELOPER, if notice and opportunity to defend has been delivered to the DEVELOPER of the pendency of the suit, within ten (10) days after the CITY has been served with the same, the judgment shall be conclusive of the DEVELOPER and not only as to the amount of damages, but also as its liability to the CITY, provided such judgment has become final and all rights of appeal have been exhausted, or if no appeal has been filed, all appeal periods have expired. G. During any period of construction of the public improvements required herein, the DEVELOPER shall name as additional insureds on its general liability occurrence insurance policy, the CITY, its trustees, officers, agents, employees and independent contractors hired by the CITY (including without limitation the City Engineer) to perform services with respect to this PROPERTY and give the CITY evidence of the same upon request by the CITY. H. The DEVELOPER shall furnish a Drawdown completed EXHIBIT C from all contractors prior to start of construction. Notwithstanding any provisions of this AGREEMENT to the contrary (a) for so long as the PROPERTY is encumbered by a United States Department of Housing and Urban Development (“HUD”) insured mortgage, any indemnity obligations or to make any paymentpayment obligations of the DEVELOPER hereunder shall be payable only from (i) available insurance proceeds, repayment or prepayment on the date required hereunder or specified by it (ii) Surplus Cash (as defined in any notice given hereunder; HUD Regulatory Agreement between DEVELOPER and HUD to be recorded in the Rock County Recorder’s Office), or (iii) funds not derived from the PROPERTY, any proceeds of a HUD loan, and any reserve or deposit made with a HUD lender or any other party as required by HUD in connection with a HUD loan; and (b) in the event HUD acquires fee simple title to the PROPERTY or any interest in the PROPERTY, HUD shall not be subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment any indemnification obligations with respect to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure PROPERTY to pay which HUD holds fee title or any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsinterest.

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any liability Claim ever suffered or incurred by any of the Borrower Agent Indemnitees or Lender Indemnitees arising out of or related to this Agreement or any Lender of the other Loan Documents, the performance by Agent or Lenders of their duties or the Agent exercise of any of their rights or remedies under this Agreement or any of the other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Loan Documents or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of any Borrower's failure to observe, perform or in connection discharge any of its duties hereunder. Each Borrower shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to or with respect to any of the Credit Facility transactions entered into pursuant to this Agreement or any of the Documentsother Loan Documents or Agent's Lien upon the Collateral. Without limiting the generality of the foregoing, including as a result this indemnity shall extend to any Claims asserted against or incurred by any of the Indemnitees by any Person under any Environmental Laws or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation any Borrower's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including, any Lender to fund intangibles tax, stamp tax, recording tax or maintain franchise tax) shall be payable by Agent or any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrowers will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after and will indemnify and hold the expiration of any applicable grace or notice periods (subjectIndemnitees harmless from and against all liability in connection therewith. The foregoing indemnities SHALL INCLUDE ALL CLAIMS ARISING OUT OF ANY INDEMNITEE'S SOLE OR CONTRIBUTORY NEGLIGENCE, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 but shall not apply to Claims incurred by any losses, claims, costs, damages of the Indemnitees as a direct and proximate result of their own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; or (ii) the intentional failure any disputes arising solely out of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsrelationship between Agent and any Lender.

General Indemnity. In addition Each Obligor hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any Claim ever suffered or incurred by any of the Indemnitees arising out of or related to this Agreement or any of the other DIP Financing Documents, the performance by Lender of its duties or the exercise of any of its rights or remedies hereunder, or the result of such Obligor’s failure to observe, perform or discharge any of such Obligor’s duties hereunder. Each Obligor shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to, or with respect to any liability transactions entered into pursuant to this Agreement or Lender’s Lien arising from the DIP Financing Documents upon the Collateral. Without limiting the generality of the Borrower foregoing, these indemnities shall extend to any Lender or Claims asserted against any of the Agent Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation such Obligor’s or re-deployment in whole or in part of deposits or any other funds required by any Lender to fund or maintain any Loan as a result of the BorrowerPerson’s failure to complete a Drawdown comply with laws applicable to Hazardous Materials. Additionally, if any Taxes (excluding Taxes imposed upon or to make measured solely by the net income of Lender, but including, any paymentintangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender, or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other DIP Financing Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, such Obligor shall pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide will promptly reimburse Lender for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to protect any losses, claims, costs, damages or liabilities that arise by reason of: (i) of the willful misconduct or Indemnitees for the consequences of their own gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the Indemnitees against and to hold the Indemnitees harmless from any Indemnified Claim that may be instituted or asserted against any of the indemnitees and that either (i) arises out of or relates to this Agreement or any of the other Credit Documents (including any transactions entered into pursuant to any liability of the Credit Documents, Administrative Agent’s Lien upon the Collateral, or the performance by Agents or Lenders of their duties or the exercise of any of their rights or remedies under this Agreement or any of the other Credit Documents), or (ii) results from a Borrower’s failure to observe, perform or discharge any of such Borrower’s covenants or duties hereunder. Without limiting the generality of the foregoing, this indemnity shall extend to any Indemnified Claims instituted or asserted against the Indemnitees by any Person relating to the actual or alleged presence or Release of Hazardous Materials on, at, under or from any Property now or formerly owned or operated by Borrower, or any Environmental Claim relating to Borrower. Additionally, without duplication of Section 3.6, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agents and Lenders, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by any Agent or any Borrower to on account of the extension of the Loans and other Obligations by Agent or any Lender or the Agent under repayment of any other provision hereofof the Obligations hereunder or the granting of a Lien in favor of Agent, for the Borrower shall benefit of Secured Parties, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agents and Lenders for the payment of) all such Taxes, including any interest and penalties thereon, and will indemnify each Indemnified Party and hold each Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply to Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) Claims incurred by the same any Indemnitee as a result of its own gross negligence or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise solely out of such any disputes between Lenders or Lenders and Agents. The foregoing indemnity shall not extend to or preclude any claim, demand, suit, allegation or other proceeding by any Borrower against any Indemnitee on account of any damages, losses, liabilities and expenses that may be suffered or incurred by any Borrower by a breach of this Agreement or the other Credit Documents by any Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligations.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the Borrower and each Guarantor shall indemnify Administrative Agent and each Indemnified Party Lender and hold Administrative Agent and each Indemnified Party Lender and their respective successors and assigns absolutely harmless from and against any all losses, claimsliabilities, damages, costs, damages expenses or liabilities obligations which Administrative Agent or such Lender may incur as a consequence of any Event of Default or any other breach by Borrower or any Guarantor of any of their obligations under this Agreement, any Note, Collateral Document or any Guarantee or otherwise in connection with this Agreement, except to the extent that such losses, liabilities, damages, costs, expenses or obligations shall result from the gross negligence or willful misconduct of Administrative Agent or such Lender. Without intending to limit the remedies available to Lenders with respect to the enforcement of their indemnification rights as stated herein or as stated in any Collateral Document (includingother than, and to the extent of, any claim or demand resulting from the gross negligence or willful misconduct of Administrative Agent or a Lender), in the event any claim or demand is made or any other fact comes to the attention of a Lender in connection with, relating or pertaining to, or arising out of the transactions contemplated by this Agreement, which Lenders believe might in any manner result in the liability of Lenders, Borrower and Guarantors shall, immediately upon receipt of written notification of any such claim or demand, assume in full the personal responsibility for and the defense of any such claim or demand and pay in connection therewith any loss damage, deficiency, liability or obligation, including without limitation, any loss of profits or legal fees anticipated hereunder, any expense or cost and court costs incurred in connection therewith prior to the liquidation institution of legal proceedings, at all trial levels and re-deployment levels of funds acquired to fund or maintain any portion appeal. In the event of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or court action in connection with any such claim or demand, Borrower and Guarantors shall assume in full the Credit Facility responsibility for the defense of any such action and shall immediately satisfy and discharge any final decree or the Documentsjudgment rendered therein. Lenders may, including as a result of at their sole discretion, make any payments sustained or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment foregoing, and Borrower and Guarantors shall immediately repay to Lenders in whole or in part cash the amount of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any such payment, repayment or prepayment on with interest thereon at the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, maximum lawful rate from the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) payment. Lenders shall have the Borrower’s failure right to give join Borrower and/or any notice required to be given by it Guarantor as a party defendant in any legal action brought against them, and Borrower and each Guarantor hereby consents to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence entry of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply order making it a party defendant to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsaction.

General Indemnity. In addition Each Credit Party hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any liability Claim ever suffered or incurred by any of the Borrower Indemnitees arising out of or related to this Agreement or any Lender of the other Loan Documents, the performance by Agent or Lenders of their duties or the Agent exercise of any of their rights or remedies under this Agreement or any of the other provision hereofLoan Documents, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of any Credit Party’s failure to observe, perform or in connection discharge any of its duties hereunder. Each Credit Party shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to or with respect to any transactions entered into pursuant to this Agreement or Agent’s Lien upon the Credit Facility Collateral. Without limiting the generality of the foregoing, this indemnity shall extend to any Claims asserted against or incurred by any of the Documents, including as a result of Indemnitees by any Person under any Environmental Laws or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation any Credit Party’s or re-deployment in whole or in part of deposits or any other funds required by any Lender to fund or maintain any Loan as a result of the BorrowerPerson’s failure to complete a Drawdown comply with laws applicable to solid or to make hazardous waste materials or other toxic substances. Additionally, if any paymentTaxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including, any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Agent or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Credit Parties will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Claims incurred by any losses, claims, costs, damages of the Indemnitees as a direct and proximate result of their own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; any disputes arising solely between or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsamong Agent and any Lender.

General Indemnity. In addition Each Obligor hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any Claim ever suffered or incurred by any of the Indemnitees arising out of or related to this Agreement or any of the other DIP Financing Documents, the performance by Lender of its duties or the exercise of any of its rights or remedies hereunder, or the result of such Obligor's failure to observe, perform or discharge any of such Obligor's duties hereunder. Each Obligor shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to, or with respect to any liability transactions entered into pursuant to this Agreement or Lender's Lien arising from the DIP Financing Documents upon the Collateral. Without limiting the generality of the Borrower foregoing, these indemnities shall extend to any Lender or Claims asserted against any of the Agent Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of such Obligor's or any other Person's failure to comply with laws applicable to Hazardous Materials. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the liquidation net income of Lender, but including, any intangibles tax, stamp tax, recording tax or re-deployment in whole franchise tax) shall be payable by Lender, or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other DIP Financing Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, such Obligor shall pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversions, the Borrower’s failure to provide will promptly reimburse Lender for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to protect any losses, claims, costs, damages or liabilities that arise by reason of: (i) of the willful misconduct or Indemnitees for the consequences of their own gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition Each Borrower hereby agrees to indemnify and defend the DIP Indemnitees and to hold the DIP Indemnitees harmless from and against any liability third party Claim ever suffered or incurred by any of such DIP Indemnitees arising out of or related to this Agreement or any of the Borrower to any Lender other DIP Loan Documents or the Agent under issuance of any other provision hereofLetter of Credit, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against performance by DIP Agent or DIP Lenders or Letter of Credit Issuer of their duties or the exercise of any losses, claims, costs, damages of their rights or liabilities (including, without limitation, remedies under this Agreement or any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a other DIP Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of Documents or in connection with the Credit Facility issuance of any Letter of Credit, or the Documents, including as a result of or in connection with: (a) any cost or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown observe, perform or to make discharge any payment, repayment or prepayment on the date required of its duties hereunder or specified under any other DIP Loan Document. Each Borrower shall also indemnify and defend the DIP Indemnitees against and save the DIP Indemnitees harmless from all Claims of any Person arising out of, related to or with respect to any transactions entered into pursuant to this Agreement or any other DIP Loan Document or DIP Agent’s Lien upon the Collateral. Without limiting the generality of the foregoing, this indemnity shall extend to any Claims asserted against or incurred by it in any notice given hereunder; (b) subject to permitted of the DIP Indemnitees by any Person under any Environmental Laws or deemed Rollovers and Conversions, the similar laws by reason of any Borrower’s or any other Person’s failure to provide comply with laws applicable to solid or hazardous waste materials or other toxic substances. Additionally, if any Taxes (excluding any Excluded Tax) shall be payable by DIP Agent or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other DIP Loan Documents or the issuance of any Letter of Credit, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse DIP Agent, Letter of Credit Issuer and DIP Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold DIP Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Claims incurred by any losses, claims, costs, damages of the DIP Indemnitees as a direct and proximate result of their own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; or (ii) the intentional failure any disputes arising solely out of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsrelationship between DIP Agent and any DIP Lender.

General Indemnity. In addition Borrower hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any liability Claim ever suffered or incurred by any of the Borrower Indemnitees arising out of or related to this Agreement or any Lender of the other Loan Documents, the performance by any Indemnitee of its duties or the Agent exercise of any of its rights or remedies under this Agreement or any of the other provision hereofLoan Documents, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of Borrower's failure to observe, perform or in connection discharge any of Borrower's duties hereunder. Borrower shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to, or with respect to any transactions entered into pursuant to this Agreement or Agent's Lien upon the Credit Facility Collateral. Without limiting the generality of the foregoing, this indemnity shall extend to any Claims asserted against or incurred by any of the Documents, including as a result of Indemnitees by any Person under any Environmental Laws or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation Borrower's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including any Lender to fund intangibles tax, stamp tax, recording tax or maintain franchise tax) shall be payable by Agent or any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrower will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Claims incurred by any losses, claims, costs, damages of the Indemnitees as a direct and proximate result of their own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; or (ii) the intentional failure any disputes arising solely out of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsrelationship between Agent and any Lender.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the The Borrower shall indemnify each Indemnified Party the Administrative Agent and the Lenders and their directors, officers, employees, attorneys and agents against and hold each Indemnified Party of them harmless against from any lossesloss, liabilities, damages, claims, costs, damages or liabilities costs and expenses (including, without limitation, any loss including fees and expenses of profits or fees anticipated hereunder, any expense or cost incurred in counsel to the liquidation Administrative Agent and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees the Lenders on a solicitor and his own client basisbasis and reasonable fees and expenses of all independent consultants) (each a “Claim”) suffered or incurred by the same as a result any of them arising out of, resulting from or in connection any manner connected with the Credit Facility or the Documents, including as a result of or in connection withrelated to: (a) any cost Environmental Matter, Environmental Liability or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder;Environmental Proceeding; and (b) subject to permitted any loss or deemed Rollovers expense incurred in liquidating or re-employing deposits from which such funds were obtained, which the Administrative Agent or Lender may sustain or incur as a consequence of: (i) failure by the Borrower in proceeding with a Borrowing after the Borrower has given a Borrowing Notice; (ii) failure by the Borrower in repaying a Borrowing after the Borrower has given a notice of repayment; (iii) any breach, non-observance or non-performance by the Borrower of any of its obligations, covenants, agreements, representations or warranties contained in this Agreement; and Conversions, LEGAL_1:36982001.9 (iv) the Borrower’s failure to provide for the payment to the Agent for the account repayment of the Lenders of the full principal amount of each any Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan Discount Note otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure thereof. The indemnity set forth herein shall be in addition to give any notice required to be given by it to the Agent other obligations or the Lenders hereunder; (g) the failure liabilities of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations Administrative Agent and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate Lenders at common law or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of and this Section shall survive the repayment of the ObligationsAccommodations and the termination of this Agreement. A certificate of the Lender as to any such loss or expense, providing details of the calculation of such loss or expense, shall be prima facie evidence.

General Indemnity. In addition to any liability of the Borrower to any Lender or the Agent under any other provision hereof, the The Borrower shall indemnify each Indemnified Party the Agent and the Lenders and their directors, officers, employees and agents against and hold each Indemnified Party of them harmless against from any lossesloss, liabilities, damages, claims, costs, damages or liabilities costs and expenses (including, without limitation, any loss including fees and expenses of profits or fees anticipated hereunder, any expense or cost incurred in counsel to the liquidation Agent and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees the Lenders on a solicitor and his own client basisbasis and reasonable fees and expenses of all independent consultants) (each a “Claim”) suffered or incurred by the same as a result any of them arising out of, resulting from or in connection any manner connected with the Credit Facility or the Documents, including as a result of or in connection withrelated to: (a) any cost Environmental Matter, Environmental Liability or expense incurred by reason of the liquidation or re-deployment in whole or in part of deposits or other funds required by any Lender to fund or maintain any Loan as a result of the Borrower’s failure to complete a Drawdown or to make any payment, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder;Environmental Proceeding; and (b) subject to permitted any loss or deemed Rollovers and Conversionsexpense incurred in liquidating or re-employing deposits from which such funds were obtained, the Borrower’s failure to provide for the payment to which the Agent for or Lender may sustain or incur as a consequence of: (i) failure by the account of Borrower in proceeding with a Borrowing after the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity dateBorrower has given a Borrowing Notice; (cii) failure by the Borrower’s failure to pay any other amount, including without limitation any interest or fee, due hereunder on its due date Borrower in repaying a Borrowing after the expiration Borrower has given a Notice of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts)Repayment; (diii) any breach, non-observance or non-performance by the Borrower of any of its obligations, covenants, agreements, representations or warranties contained in this Agreement; and (iv) the Borrower’s repayment or prepayment of a Libor any XXXXX Loan otherwise other than on the last day of its Interest Period; (e) the prepayment of Payment Date thereof. The indemnity set forth herein shall be in addition to any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent other obligations or the Lenders hereunder; (g) the failure liabilities of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations Agent and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate Lenders at common law or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of and this Section shall survive the repayment of the ObligationsAccommodation and the termination of this Agreement. A certificate of the Lender as to any such loss or expense, providing details of the calculation of such loss or expense, shall be prima facie evidence.

General Indemnity. In addition Each Borrower hereby agrees to indemnify ----------------- and defend the Agent Indemnitees and the Lender Indemnitees and to hold the Agent Indemnitees and the Lender Indemnitees harmless from and against any Claim ever suffered or incurred by any of the Agent Indemnitees or Lender Indemnitees arising out of or related to this Agreement or any of the other Loan Documents, the performance by Agent or Lenders of their duties or the exercise of any of their rights or remedies hereunder, or the result of any Borrower's failure to observe, perform or discharge any of Borrowers' duties hereunder. Each Borrower shall also indemnify and defend the Agent Indemnitees and the Lender Indemnitees against and save the Agent Indemnitees and the Lender Indemnitees harmless from all Claims of any Person arising out of, related to, or with respect to any liability transactions entered into pursuant to this Agreement or Agent's Lien upon the Collateral. Without limiting the generality of the Borrower foregoing, these indemnities shall extend to any Lender or Claims asserted against any of the Agent Indemnitees and the Lender Indemnitees by any Person under any other provision hereof, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages Environmental Laws or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility or the Documents, including as a result of or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation any Borrower's or re-deployment in whole any other Person's failure to comply with laws applicable to solid or in part of deposits hazardous waste materials or other funds required toxic substances. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including, any Lender to fund intangibles tax, stamp tax, recording tax or maintain franchise tax) shall be payable by Agent or any Loan as a result Obligor on account of the Borrower’s failure to complete a Drawdown execution or to make delivery of this Agreement, or the execution, delivery, issuance or recording of any paymentof the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Borrowers will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the and will indemnify and hold Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations Indemnitees and warranties contained Lender Indemnitees harmless from and against liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to protect any losses, claims, costs, damages of the Agent Indemnitees or liabilities that arise by reason of: (i) Lender Indemnitees for the willful misconduct or consequences of their own gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationswillful misconduct.

General Indemnity. In addition to any liability of the Borrower to any The Company shall protect, indemnify and save harmless on an after-tax basis Lender or the Agent under any other provision hereoffrom and against all losses, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any lossesliabilities, obligations, claims, costsdamages, damages or liabilities penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Damages”) imposed upon, incurred by or asserted against Lender or any loss Affiliate of profits Lender on account of (i) the Principal Documents, the Swap Obligations, or fees anticipated hereunderany failure or alleged failure of the Company or any Guarantor to comply with any of the terms or representations of this Agreement, any expense other Principal Document, any agreement or cost incurred in document evidencing the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of or in connection with the Credit Facility Swap Obligations, or the Documents, including as a result breach of or in connection with: any provisions thereof; (aii) any cost claim of loss or expense incurred damage to the Collateral or any injury or claim of injury to, or death of, any person or property that may be occasioned by reason any cause whatsoever pertaining to the Collateral or the use, ownership or operation thereof, (iii) any failure or alleged failure of the liquidation Company to comply with any law, rule or re-deployment in whole regulation applicable to the Collateral or in part of deposits the use, ownership or other funds required by any Lender to fund or maintain any Loan as a result operation of the Borrower’s failure to complete a Drawdown or to make any paymentCollateral (including, repayment or prepayment on the date required hereunder or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers and Conversionswithout limitation, the Borrower’s failure to provide for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (c) the Borrower’s failure to pay any taxes, fees or other amountcharges), including without limitation (iv) any interest or fee, due hereunder on its due date after the expiration Damages whatsoever by reason of any applicable grace alleged action, obligation or notice periods undertaking of Lender relating in any way to or any matter contemplated by the Principal Documents, or the Swap Agreements, or (subjectv) any claim for brokerage fees or such other commissions relating to the Collateral; provided that such indemnity shall be effective only to the extent of any Damages that may be sustained by Lender, howeveror any Affiliate of Lender, as applicable, in excess of any net proceeds received by it from any insurance of the Company (other than self-insurance) with respect to such Damages. Nothing contained herein shall require the Company to indemnify Lender or any Affiliate of Lender for any Damages resulting from such Person’s gross negligence or its willful misconduct. The indemnity provided for herein shall survive payment of the Obligations and the Swap Obligations and shall extend to each Affiliate of Lender and the officers, directors, employees and duly authorized agents of Lender and each Affiliate of Lender. In the event Lender incurs any Damages arising out of or in any way relating to the transaction contemplated by the Loan Documents (including any of the matters referred to in this section), the amounts of such Damages shall be added to the Obligations, shall bear interest, to the extent permitted by law, at the interest obligations of rate borne by the Borrower hereunder for overdue amounts); (d) Obligations from the Borrower’s repayment or prepayment of a Libor Loan otherwise than date incurred until paid and shall be payable on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 shall not apply to any losses, claims, costs, damages or liabilities that arise by reason of: (i) the willful misconduct or gross negligence of such Indemnified Party; or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsdemand.

General Indemnity. In addition Each Credit Party hereby agrees to indemnify and defend the Indemnitees and to hold the Indemnitees harmless from and against any liability Claim ever suffered or incurred by any of the Borrower Indemnitees arising out of or related to this Agreement or any Lender of the other DIP Loan Documents, the performance by Agent or Lenders of their duties or the Agent exercise of any of their rights or remedies under this Agreement or any of the other provision hereofDIP Loan Documents, the Borrower shall indemnify each Indemnified Party and hold each Indemnified Party harmless against any losses, claims, costs, damages or liabilities (including, without limitation, any loss of profits or fees anticipated hereunder, any expense or cost incurred in the liquidation and re-deployment of funds acquired to fund or maintain any portion of a Loan and reasonable out-of-pocket expenses and reasonable legal fees on a solicitor and his own client basis) incurred by the same as a result of any Credit Party’s failure to observe, perform or in connection discharge any of its duties hereunder. Each Credit Party shall also indemnify and defend the Indemnitees against and save the Indemnitees harmless from all Claims of any Person arising out of, related to or with respect to any transactions entered into pursuant to this Agreement or Agent’s Lien upon the Credit Facility Collateral. Without limiting the generality of the foregoing, this indemnity shall extend to any Claims asserted against or incurred by any of the Documents, including as a result of Indemnitees by any Person under any Environmental Laws or in connection with: (a) any cost or expense incurred similar laws by reason of the liquidation any Credit Party’s or re-deployment in whole or in part of deposits or any other funds required by any Lender to fund or maintain any Loan as a result of the BorrowerPerson’s failure to complete a Drawdown comply with laws applicable to solid or to make hazardous waste materials or other toxic substances. Additionally, if any paymentTaxes (excluding Taxes imposed upon or measured solely by the net income of Agent and Lenders, but including, any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Agent or any Obligor on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other DIP Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or prepayment on the date required hereunder hereafter in effect, Credit Parties will pay (or specified by it in any notice given hereunder; (b) subject to permitted or deemed Rollovers will promptly reimburse Agent and Conversions, the Borrower’s failure to provide Lenders for the payment to the Agent for the account of the Lenders of the full principal amount of each Bankers’ Acceptance on its maturity date; (cof) the Borrower’s failure to pay any other amountall such Taxes, including without limitation any interest or feeand penalties thereon, due hereunder on its due date after the expiration of any applicable grace or notice periods (subject, however, to the interest obligations of the Borrower hereunder for overdue amounts); (d) the Borrower’s repayment or prepayment of a Libor Loan otherwise than on the last day of its Interest Period; (e) the prepayment of any outstanding Bankers’ Acceptance before the maturity date of such Bankers’ Acceptance; (f) the Borrower’s failure to give any notice required to be given by it to the Agent or the Lenders hereunder; (g) the failure of the Borrower to make any other payment due hereunder; (h) any inaccuracy or incompleteness of the Borrower’s representations and warranties contained will indemnify and hold Indemnitees harmless from and against all liability in Article 8; (i) any failure of the Borrower to observe or fulfil its obligations under Article 9; (j) any failure of the Borrower to observe or fulfil any other Obligation not specifically referred to above; or (k) the occurrence of any Default or Event of Default in respect of the Borrower, provided that this Section 12.2 connection therewith. The foregoing indemnities shall not apply to Claims incurred by any losses, claims, costs, damages of the Indemnitees as a direct and proximate result of their own gross negligence or liabilities that arise by reason of: (i) the willful misconduct or gross negligence that arise out of such Indemnified Party; any disputes arising solely between or (ii) the intentional failure of the Lender which is the Indemnified Party (or with which such Indemnified Party is an Affiliate or otherwise related) to advance funds hereunder when all conditions precedent to a Drawdown hereunder have been satisfied. The provisions of this Section shall survive repayment of the Obligationsamong Agent and any Lender.