Indemnification. Borrowers agree to indemnify and hold harmless the Bank and its officers, directors, trustees, employees, agents, and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees, disbursements and other charges) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including in connection with any investigation, litigation, or proceeding and regardless of whether such Indemnified Party is a party thereto or preparation of defense in connection therewith) the Loan Documents or any of the transactions contemplated herein or in any of the Loan Documents or the actual or proposed use of the proceeds of the Revolver Loans or the letters of credit issued hereunder, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.22 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrowers or any Subsidiary thereof, their respective directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrowers agree not to assert, and hereby waives, any claim against the Bank or any of its directors, officers, employees, attorneys, agents, and advisors, on any theory of liability, for, direct or indirect, special, incidental, consequential, exemplary or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolver Loans or the letters of credit issued hereunder.

Indemnification. Borrowers agreeBorrower agrees to indemnifyindemnify, defend and hold harmless the Bank and its officers, directors, trustees,officers, employees, agents, and advisorsattorneys, or any other Person affiliated with or representing Bank (each, an "Indemnified Party"“Indemnified Person”) fromharmless against: # all obligations, demands, claims, and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees, disbursements and other charges) that may be incurred byliabilities (collectively, “Claims”) claimed or asserted or awarded againstby any Indemnified Party, in each case arising out of orother party in connection with the transactions contemplated by the Loan Documents; and # all losses or by reason ofexpenses (including Bank Expenses) in connection with any investigation, litigation,way suffered, incurred, or proceeding and regardless of whetherpaid by such Indemnified Party isPerson as a party theretoresult of, following from, consequential to, or preparation of defense in connection therewith)arising from transactions between Bank and Borrower contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or any of the transactions contemplated herein or in any of the Loan Documents or the actual or proposed use of the proceeds of the Revolver Loans or the letters of credit issued hereunder, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgmentlosses directly caused by a court of competent jurisdiction to have resulted from such Indemnified Party'Person’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.22 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrowers or any Subsidiary thereof, their respective directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrowers agree not to assert, and hereby waives, any claim against the Bank or any of its directors, officers, employees, attorneys, agents, and advisors, on any theory of liability, for, direct or indirect, special, incidental, consequential, exemplary or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolver Loans or the letters of credit issued hereunder.

Indemnification. Co-Borrowers agree to indemnifyindemnify, defend and hold harmless the Bank and its officers, directors, trustees,officers, employees, agents, and advisorsattorneys, or any other Person affiliated with or representing Bank (each, an "Indemnified Party"“Indemnified Person”) fromharmless against: # all obligations, demands, claims, and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees, disbursements and other charges) that may be incurred byliabilities (collectively, “Claims”) claimed or asserted or awarded againstby any Indemnified Party, in each case arising out of orother party in connection with the transactions contemplated by the Loan Documents; and # all losses or by reason ofexpenses (including Bank Expenses) in connection with any investigation, litigation,way suffered, incurred, or proceeding and regardless of whetherpaid by such Indemnified Party isPerson as a party theretoresult of, following from, consequential to, or preparation of defense in connection therewith)arising from transactions between Bank and Co-Borrowers contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or any of the transactions contemplated herein or in any of the Loan Documents or the actual or proposed use of the proceeds of the Revolver Loans or the letters of credit issued hereunder, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgmentlosses directly caused by a court of competent jurisdiction to have resulted from such Indemnified Party'Person’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.22 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrowers or any Subsidiary thereof, their respective directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrowers agree not to assert, and hereby waives, any claim against the Bank or any of its directors, officers, employees, attorneys, agents, and advisors, on any theory of liability, for, direct or indirect, special, incidental, consequential, exemplary or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolver Loans or the letters of credit issued hereunder.

Indemnification.Environmental Indemnities. Borrowers hereby agree to indemnifyindemnify, defend and hold harmless the Bank and each of its officers, directors, trustees, employees, agents, consultants, attorneys, contractors and advisors (each, an "Indemnified Party")each of its affiliates, successors or assigns, or transferees from and againstagainst, and reimburse said Persons in full with respect to, any and all claims, damages, losses, liabilities, costs,loss, liability, damage, fines, penalties, costs and expenses (includingexpenses, of every kind and character, including reasonable attorneys' fees, disbursementsfees and other charges) that may be incurredcourt costs, known or unknown, fixed or contingent, occasioned by or asserted associated with any claims, demands, causes of action, suits and/or awarded againstenforcement actions, including any Indemnified Party, in each caseadministrative or judicial proceedings, and any remedial, removal or response actions ever asserted, threatened, instituted or requested by any Persons, including any Tribunal, arising out of or related to: # the breach of any representation or warranty of Borrowers contained in connection with or by reasonSection 7.16 set forth herein; # the failure of (including in connection with any investigation, litigation, or proceeding and regardless of whether such Indemnified Party is a party thereto or preparation of defense in connection therewith) the Loan Documents orBorrowers to perform any of their covenants contained in [Section 6.7] herein; # the transactions contemplated herein or in any of the Loan Documents or the actual or proposedownership, construction, occupancy, operation, use of the proceedsCollateral prior to the earlier of the Revolver Loansdate on which # the Indebtedness and obligations secured hereby have been paid and performed in full and the Security Instruments have been released, or # the lettersCollateral has been sold by the Bank following the Bank's ownership of credit issued hereunder, except to the extentCollateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such claim, damage, loss, liability, cost,foreclosure or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity inotherwise (the "Release Date"); provided, however, this Section 9.22 applies, such indemnity shall be effective whethernot apply with respect to matters caused by or not such investigation, litigationarising solely from the Bank's or proceeding is brought by Borrowers or any Subsidiary thereof, their respective directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrowers agree not to assert, and hereby waives, any claim against the Bankits officers', directors', employees', agents', consultants', attorneys', contractors', or any of its directors, officers, employees, attorneys, agents, and advisors, onaffiliates', successors', assigns' or transferees' activities during any theoryperiod of liability, for, direct or indirect, special, incidental, consequential, exemplary or punitive damages arising out of or otherwise relating totime the Loan Documents, anyBank acquires ownership of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolver Loans or the letters of credit issued hereunder.Collateral.

Indemnification. Borrowers agree toThe Borrower shall indemnify the Bank, and each Related Party of the Bank (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless the Bankeach Indemnitee from all fees and its officers, directors, trustees, employees, agents,time charges and advisors (each, an "Indemnified Party") from anddisbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees, disbursements andIndemnitee by any third party or by the Borrower or any other charges) that may be incurred by or asserted or awarded against any Indemnified Party, in each caseLoan Party arising out of orof, in connection withwith, or by reasonas a result of (including in connection with# the execution or delivery of this Agreement, any investigation, litigation, or proceeding and regardless of whether such Indemnified Party is a party thereto or preparation of defense in connection therewith) theother Loan DocumentsDocument or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereinhereby or inthereby, # any Loan or Letter of the Loan DocumentsCredit or the actualuse or proposed use of the proceeds therefrom (including any refusal by the Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or # any actual or prospective claim, litigation, investigation or proceeding relating to any of the Revolver Loansforegoing, whether based on contract, tort or any other theory, whether brought by a third party or by the lettersBorrower or any other Loan Party, and regardless of credit issued hereunder, exceptwhether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim, damage, loss, liability, cost,losses, claims, damages, liabilities or expense is found in a final, non-appealable judgmentrelated expenses # are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from such Indemnified Party's# the gross negligence or willful misconduct. Inmisconduct of such Indemnitee or # a claim brought by the caseBorrower or any other Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document or # result from any claim not involving an investigation, litigationact or other proceeding to whichomission of the indemnity in this Section 9.22 applies, such indemnity shall be effective whether or not such investigation, litigation or proceedingBorrower and that is brought by Borrowers or any Subsidiary thereof, their respective directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrowers agree not to assert, and hereby waives, any claimIndemnitee against the Bank or any of its directors, officers, employees, attorneys, agents, and advisors, on any theory of liability, for, direct or indirect, special, incidental, consequential, exemplary or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolver Loans or the letters of credit issued hereunder.another Indemnitee.

Indemnification.The Borrowers agreeagree, jointly and severally, to indemnify each Arranger, the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless the Bank and its officers, directors, trustees, employees, agents, and advisors (each, an "Indemnified Party") from and againstfrom, any and all losses, claims, damages, losses, liabilities, costs,liabilities and expenses (includingrelated expenses, including the reasonable attorneys' fees, charges and disbursements and other charges) that may beof any counsel for any Indemnitee, incurred by or asserted or awarded against any Indemnified Party, in each caseIndemnitee arising out of orof, in connection with or as a result of # the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by reason of (including in connection with any investigation, litigation, or proceeding and regardless of whether such Indemnified Party is a party thereto or preparation of defense in connection therewith)the parties to the Loan Documents of their respective obligations thereunder or the Transactions or any of theother transactions contemplated hereinhereby, # any Loan or in anyLetter of the Loan DocumentsCredit or the actual or proposed use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, or # any actual or prospective claim, litigation, investigation or proceeding relating to any of the Revolver Loansforegoing (each a “Proceeding”), regardless of whether any Indemnitee is a party to a Proceeding, whether a Proceeding is brought by a third party or the lettersby a Borrower or any of credit issued hereunder, exceptits Affiliates or whether a Proceeding is based on contract, tort or any other theory; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim, damage, loss, liability, cost,losses, claims, damages, liabilities or expense is found in a final, non-appealable judgmentrelated expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Indemnified Party'sthe gross negligence or willful misconduct. In the casewilful misconduct of an investigation, litigationsuch Indemnitee or other proceeding to which the indemnity in this Section 9.22 applies,a Related Party of such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrowers or any Subsidiary thereof, their respective directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrowers agree not to assert, and hereby waives, any claim against the Bank or any of its directors, officers, employees, attorneys, agents, and advisors, on any theory of liability, for, direct or indirect, special, incidental, consequential, exemplary or punitive damages arising out of or otherwise relating to the Loan Documents, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Revolver Loans or the letters of credit issued hereunder.Indemnitee.