Indemnification. Co-Borrowers agree to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: # all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and # all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Co-Borrowers contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.

Indemnification. Co-Borrowers agreeBorrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: # all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and # all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Co-BorrowersBorrower contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.

Indemnification. Co-Borrowers agree to indemnify, defendindemnify and hold harmless the Bank and its officers, directors, officers,trustees, employees, agents, attorneys, or any other Person affiliated with or representing Bankand advisors (each, an “Indemnified Person”"Indemnified Party") harmless against: #from and against any and all obligations, demands, claims, damages, losses, liabilities, costs, and liabilities (collectively, “Claims”) claimedexpenses (including reasonable attorneys' fees, disbursements and other charges) that may be incurred by or asserted byor awarded against any other partyIndemnified 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 by the Loan Documents; and # all lossesherein or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Co-Borrowers contemplated byof the Loan Documents (including reasonable attorneys’ fees and expenses),or the actual or proposed use of the proceeds of the Revolver Loans or the letters of credit issued hereunder, except for Claims and/to the extent such claim, damage, loss, liability, cost, or losses directly causedexpense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’Party's gross negligence 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.

Environmental Indemnities. Borrowers hereby agree to indemnify, defend and hold harmless the Bank and each of its officers, directors, officers, employees, agents, consultants, attorneys, contractors and each of its affiliates, successors or assigns, or transferees from and against, and reimburse said Persons in full with respect to, any and all loss, liability, damage, fines, penalties, costs and expenses, of every kind and character, including reasonable attorneys' fees and court costs, known or unknown, fixed or contingent, occasioned by or associated with any claims, demands, causes of action, suits and/or enforcement actions, including any administrative 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 Section 7.16 set forth herein; # the failure of Borrowers to perform any of their covenants contained in [Section 6.7] herein; # the ownership, construction, occupancy, operation, use of the Collateral prior to the earlier of the date on which # the Indebtedness and obligations secured hereby have been paid and performed in full and the Security Instruments have been released, or # the Collateral has been sold by the Bank following the Bank's ownership of the Collateral by way of foreclosure of the Liens granted pursuant hereto, deed in lieu of such foreclosure or otherwise (the "Release Date"); provided, however, this indemnity shall not apply with respect to matters caused by or arising solely from the Bank's or its officers', directors', employees', agents', consultants', attorneys', contractors', or any other Person affiliated withof its affiliates', successors', assigns' or representingtransferees' activities during any period of time the Bank (each, an “Indemnified Person”) harmless against: # all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection withacquires ownership of the transactions contemplated by the Loan Documents; and # all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Co-Borrowers contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.Collateral.

The Borrower shall indemnify the Bank, and each Related Party of the Bank (each such Person being called an “Indemnitee”) against, and hold Bankeach Indemnitee harmless from, any and its directors, officers, employees, agents, attorneys,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 each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Person affiliated withLoan Party arising out of, in connection with, or representing Bank (each, an “Indemnified Person”) harmless against:as a result of # all obligations, demands, claims, and liabilities (collectively, “Claims”) claimedthe execution or asserted bydelivery of this Agreement, any other partyLoan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, # any Loan or Letter of Credit or the use 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 transactions contemplatedterms 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 Loan Documents; and # all lossesBorrower or expenses (including Bank Expenses)any of its Subsidiaries, or any Environmental Liability related in any way suffered, incurred,to the Borrower or paidany of its Subsidiaries, or # any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by such Indemnified Person as a result of, following from, consequential to,third party or arising from transactions between Bank and Co-Borrowers contemplated by the Borrower or any other Loan Documents (including reasonable attorneys’ feesParty, and expenses), except for Claims and/regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or losses directly causedrelated expenses # are determined by such Indemnified Person’sa court of competent jurisdiction by final and non-appealable judgment to have resulted from # the gross negligence or willful misconduct.misconduct of such Indemnitee or # a claim brought by the Borrower 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 act or omission of the Borrower and that is brought by an Indemnitee against another Indemnitee.