Common use of Indemnity Clause in Contracts

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. (a) In addition Each of the Grantors shall indemnify, defend and hold harmless each Security Trustee (and its officers, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay money and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any complete indemnification of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that indemnified person without the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary prior written consent of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (includingaffected indemnified person, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, approve the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred counsel designated by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) such Grantor which consent shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimbe unreasonably withheld.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.028.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, pay exonerate, defend, pay, and hold harmless the Administrative Agent Agent-Related Persons, and the Lender-Related Persons (collectively the “Indemnitees” and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an individually as “Indemnitee”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of this Agreement or any other Loan Document, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (provided, that the indemnification described herein shall not extend to disputes solely between or among the Lenders that do not involve any acts or omissions of Borrower, it being understood and agreed that the indemnification described herein shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand) (the “Indemnified Liabilities”); provided provided, however, that the Borrower shall have no obligation to any Indemnitee under this paragraph hereunder with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise arising from (x) the gross negligence or willful misconduct of any such Indemnitee, in Indemnitee or a material breach by such Indemnitee of the express provisions of this Agreement. Each Indemnitee will promptly notify Borrower of each case, as determined by a final, non-appealable judgment event of a court of competent jurisdiction or (y) which it has knowledge which may give rise to a claim brought by under the Borrower indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any Subsidiary of the Borrower foregoing is brought against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) indemnified or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not intended to be unreasonably withheld indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or delayed taking into account, among other relevant matters, proceeding or cause the likelihood of non-monetary injury same to each be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertakings undertaking to indemnify, pay pay, and hold harmless set forth in this paragraph the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, the Borrower shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities incurred by Indemnitees or any that is permissible under applicable law. The obligations of them. All amounts due Borrower under this paragraph Section 8.2 shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes survive the termination of this Agreement and the discharge of Borrower’s other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimobligations hereunder.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.0211(a), the Borrower agrees to indemnify, pay and hold each Secured Party, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement, or any other document related thereto, the consummation of the transactions contemplated by this Agreement, the use or intended use of the proceeds of any of the Notes, the existence or perfection of any Liens, or realization upon any Collateral, or the exercise of any right or remedy under this Agreement, or any other document related thereto (the “Indemnified Liabilities”); provided provided, that the (i) Borrower shall have no obligation to any an Indemnitee under this paragraph hereunder with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise arising from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, that Indemnitee as determined by a final, final non-appealable judgment of by a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any settlement with respect claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such Indemnified Liabilities which notice shall not impair the rights and remedies of the parties hereunder unless Borrower is entered into materially prejudiced by such Indemnitee without the Borrower’s failure to provide prompt written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimnotice.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to Supplier will indemnify, pay defend, and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and Purchaser against any and all Indemnified Liabilitiesdamages, loss, costs, or other liability (including reasonable attorneys’ fees) arising out of a third party claim that (i) results from Supplier’s breach of this Agreement or any representation or warranty made by Supplier in this Agreement, or any negligent act or omission of Supplier, or (ii) alleges damage for loss to property, death, illness or injuries, resulting from the use or consumption of any Products, except as set forth below. Supplier will assume responsibility and expense of investigation, litigation, judgment and/or settlement of any such claim on the condition that Supplier is notified promptly (in no event later than thirty (30) days after the first receipt of written notice thereof by Purchaser) in writing of any such claim and is permitted to deal therewith at its own discretion and through its own representatives; provided except that Purchaser’s failure to provide notice of a claim will not affect Supplier’s obligation to indemnify the Borrower claim under this Section 23 unless such failure prejudices the defense of such claim. The Parties will cooperate reasonably in the investigation and defense of any such claim, and Supplier will not settle any such claim that imposes on Purchaser a non-monetary obligation or a liability that is not indemnified without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Supplier will have no obligation to indemnify Purchaser for any Indemnitee under this paragraph claim to the extent that such claim arises out of the negligence or recklessness of Purchaser. This Section 23 sets forth the sole and exclusive remedy for Purchaser against Supplier with respect to (i) any Indemnified Liabilities third party claims relating to the extent such Indemnified Liabilities arise Products purchased by Purchaser from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due Supplier under this paragraph shall be payable promptly after written demand thereforAgreement. This Section 9.03(aSUPPLIER WILL NOT BE LIABLE TO PURCHASER WHETHER IN CONTRACT OR IN TORT OR ON ANY OTHER LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ANY LOST REVENUES, PROFITS OR BUSINESS OPPORTUNITIES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE (COLLECTIVELY, “CONSEQUENTIAL DAMAGES”) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimOF PURCHASER OR ANY CUSTOMER OF PURCHASER OR OF ANY PERSON WHO MAY HAVE BECOME INJURED BY SUPPLIER’S PRODUCTS PURCHASED FROM PURCHASER (EXCEPT TO THE EXTENT THAT AN INDEMNIFIED THIRD PARTY CLAIM INCLUDES CONSEQUENTIAL DAMAGES).

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02Each party shall defend, the Borrower agrees to indemnify, pay indemnify and hold harmless the Administrative Agent (other party and any sub-agent thereof)such other party’s Affiliates, the Arrangersemployees, each Lender officers, directors, and each Related Party of any of the foregoing (each, an “Indemnitee”), agents from and against any liabilities, losses, damages, costs or expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) resulting from or arising in connection with the breach by the indemnifying party of any of its representations, warranties, covenants or obligations contained in this Agreement. If any action, suit, proceeding (including, but not limited to, any govermnental investigation), claim or dispute (collectively, a “Proceeding”) is brought or asserted against a party for which indemnification is sought under this Agreement, the party seeking indemnification (the “Indemnified Party”) shall promptly (and in no event more than seven (7) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the “Indemnifying Party”) of such Proceeding. The failure of the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party’s ability to obtain indemnification from the Indemnifying Party (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnifying Party’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in such Proceeding at its own expense. Provided no conflict of interest exists as specified in clause (ii) below and there are no other defenses available to Indemnified Party as specified in clause (iv) below, the Indemnifying Party, to the extent that it shall so desire, shall be entitled to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Party, in which case all attorney’s fees and expenses shall be borne by the Indemnifying Party (except as specified below) and the Indemnifying Party shall in good faith defend the Indemnified Liabilities; Party. After receiving written notice from the Indemnifying Party of its election to assume the defense of the Proceeding, the Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, provided that the Borrower fees and expenses of such counsel shall be borne entirely by the Indemnified Party unless (i) the Indemnifying Party expressly agrees in writing to pay such fees and expenses, (ii) there is such a conflict of interest between the Indemnifying Party and the Indemnified Party as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both parties simultaneously, (iii) the Indemnifying Party fails, within the earlier of (x) twenty (20) days following receipt of notice of the Proceeding from the Indemnified Party or (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party or (iv) there are legal defenses available to the Indemnified Party that are different from or are in addition to those available to the Indemnifying Party. In each of cases (i) through (iv), the fees and expenses of counsel shall be borne by the Indemnifying Party. No compromise or settlement of such Proceeding may be effected by either party without the other party’s consent unless there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnifying Party shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay indemnify and hold harmless set forth in this paragraph may be unenforceable in whole the Indemnified Party from any loss, expense or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities liability incurred by Indemnitees or any the Indemnified Party as a result of them. All amounts due under this paragraph shall be payable promptly a default judgment entered against the Indemnified Party unless such judgment was entered after written demand therefor. This Section 9.03(a) shall not apply with respect the Indemnifying Party agreed, in writing, to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimassume the defense of such proceeding.

Indemnity. (a) In addition The Borrowers agree to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay indemnify and hold harmless the Administrative Agent Banks and their respective officers, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and any sub-agent thereof)collectively, the Arrangers"Indemnified Parties") from and against any loss, each Lender cost, liability, damage or expense (including the reasonable fees and each Related Party out-of-pocket expenses of counsel to the Banks, including all local counsel hired by such counsel) ("Claim") incurred by the Banks in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrowers or their agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of the foregoing (eacharises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrowers to the Banks hereunder or at common law or otherwise, an “Indemnitee”)and shall survive any termination of this Agreement, from the expiration of the Loans and against any the payment of all indebtedness of the Borrowers to the Banks hereunder and all Indemnified Liabilities; under the Notes, provided that the Borrower Borrowers shall have no obligation to any Indemnitee under this paragraph Section to the Bank with respect to (i) any Indemnified Liabilities to of the extent such Indemnified Liabilities arise from (x) foregoing arising out of the gross negligence or willful misconduct of the Bank. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or Claim (y) a claim brought by but failure to do so shall not affect the Borrower or any Subsidiary indemnification herein made except to the extent of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure actual harm caused by such Indemnitee failure). The Indemnified Party shall have the right to comply employ, at the Borrowers' expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. The Borrowers may at their own expense also participate in the defense of any Claim. Each Indemnified Party may employ separate counsel in connection with its obligation any Claim to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to extent such Indemnified Liabilities which is entered into by Party believes it reasonably prudent to protect such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into accountIndemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, among other relevant mattersWHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnifyCONTRIBUTING, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimOR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. (a) In addition to Whether or not the payment of expenses pursuant to Section 9.02transactions contemplated hereby are consummated, the Borrower agrees to indemnify, pay Obligors shall indemnify and hold harmless the Administrative Agent (and any subeach Agent-agent thereof)Related Person, the ArrangersArranger, each Lender Bank and each Related Party of any of their respective affiliates, directors, officers, employees and agents (collectively, the foregoing (each, an “IndemniteeIndemnified Parties”), ) from and against any and all losses, claims, damages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses (including, without limitation, reasonable fees and disbursements of counsel, amounts paid in settlement and court costs) (collectively, the “Indemnified Liabilities”) which may be incurred by any such Indemnified Party as a result of a claim by a third party or asserted by a third party against any such Indemnified Party, in each case, in connection with or arising out of or in any way relating to or resulting from any transaction or proposed transaction (whether or not consummated) contemplated to be financed with the proceeds of any Loan or other financial accommodation contemplated hereby, and the Obligors hereby agree to reimburse each such Indemnified Party for any Attorneys’ Costs or other out-of-pocket expenses incurred in connection with investigating, defending or participating in any action or proceeding (whether or not such Indemnified Party is a party to such action or proceeding) out of which any such losses, claims, damages, liabilities or expenses may arise; provided provided, however, that the Borrower Obligors shall have no obligation not be required to any Indemnitee under this paragraph with respect to (i) any reimburse the expenses of more than one counsel for all Indemnified Liabilities Parties except to the extent that different Indemnified Parties shall have conflicting interests. Notwithstanding anything herein to the contrary, the Obligors shall not be liable or responsible for losses, claims, damages, costs and expenses incurred by any Indemnified Party arising out of or relating to such Indemnified Liabilities arise from (x) the Party’s own gross negligence or willful misconduct of such Indemnitee, as either determined in each case, as determined by a final, non-appealable nonappealable judgment of by a court of competent jurisdiction or (y) otherwise agreed to in writing by such Indemnified Party and the Obligors. If for any reason the indemnification provided for herein is unavailable to any Indemnified Party or insufficient to hold it harmless as and to the extent contemplated hereby, then the Obligors hereby agree to contribute to the amount paid or payable by such Indemnified Party as a claim brought result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Borrower or any Subsidiary Obligors, on the one hand, and such Indemnified Party, on the other hand, and also the respective fault of the Borrower against any Indemnitee for material breach of Obligors, on the one hand, and such Indemnitee’s express obligations hereunder (includingIndemnified Party, for on the avoidance of doubtother hand, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under the case may be, as well as any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand thereforequitable considerations. This Section 9.03(a) 12.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsurvive the termination of this Agreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.028.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, pay exonerate, defend, pay, and hold harmless the Administrative Agent (Lender, and any sub-agent thereof)holder of any interest in this Agreement, and the Arrangersofficers, each directors, employees, and agents of and counsel to Lender and each Related Party of any of such holders (collectively the foregoing (each, an “Indemnitees” and individually as “Indemnitee”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolving Credit Facility Commitment, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided provided, however, that the Borrower shall have no obligation to any Indemnitee under this paragraph hereunder with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise arising from (x) the gross negligence or willful misconduct of any such Indemnitee, in . Each Indemnitee will promptly notify Borrower of each case, as determined by a final, non-appealable judgment event of a court of competent jurisdiction or (y) which it has knowledge which may give rise to a claim brought by under the Borrower indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any Subsidiary of the Borrower foregoing is brought against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) indemnified or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not intended to be unreasonably withheld indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or delayed taking into account, among other relevant matters, proceeding or cause the likelihood of non-monetary injury same to each be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertakings undertaking to indemnify, pay pay, and hold harmless set forth in this paragraph the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, the Borrower shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities incurred by Indemnitees or any that is permissible under applicable law. The obligations of them. All amounts due Borrower under this paragraph Section 8.2 shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes survive the termination of this Agreement and the discharge of Borrower’s other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimobligations hereunder.

Indemnity. (a) In addition EACH OF BORROWER AND EACH BORROWING BASE GUARANTOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE; provided, however, that in no event shall Borrower or any Obligor party to the payment of expenses pursuant a Loan Document have any obligation hereunder or thereunder to Section 9.02, the Borrower agrees to indemnify, pay and indemnify or hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities a Claim to the extent that such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, Claim is determined in each case, as determined by a final, non-appealable judgment of by a court of competent jurisdiction to result from the gross negligence, bad faith or (y) a claim brought by willful misconduct of such Indemnitee or such Indemnitee’s officers, directors or employees. Each Indemnitee shall consult with Borrower with respect to the defense of any of the foregoing. In no event shall Borrower, any Borrowing Base Guarantor or any Indemnitee have any liability for any special, indirect, consequential or punitive damages; provided, that this sentence shall not limit the indemnification obligations of Borrower or any Subsidiary of the Borrowing Base Guarantor under this Agreement. Neither Borrower against nor any Indemnitee Borrowing Base Guarantor shall be liable for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee of any proceeding effected without the Borrower’s prior written consent (such which consent shall not to be unreasonably withheld withheld), but if settled with such written consent, or delayed taking into accountif there is a final judgment against an Indemnitee in any such proceeding, among other relevant matters, the likelihood of non-monetary injury Borrower and each Borrowing Base Guarantor agrees to each Indemnitee). To the extent that the undertakings to indemnify, pay indemnify and hold harmless each Indemnitee in the manner set forth above. No Indemnitee referred to in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than liable for any Taxes that represent losses, claims, damages, etc. damages arising from the use by unintended recipients of any non-Tax claiminformation or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to 10.1.1. Licensee shall indemnify, pay defend and hold harmless the Administrative Agent Licensors and their current or former directors, governing board members, trustees, officers, faculties, medical and professional staffs, employees, students, and agents and their respective successors, heirs and assigns (and any sub-agent thereof)collectively, the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “IndemniteeIndemnitees”), ) from and against any third party claim, liability, cost, expense, damage, deficiency, loss or obligation of any kind or nature (including, without limitation, reasonable attorney’s fees and all Indemnified Liabilities; provided that other costs and expenses of litigation) (collectively, “Claims”), based upon, arising out of, or otherwise relating to the Borrower shall have no obligation practice of any right or license under this Agreement by or on behalf of Licensee, any of its Affiliates, or any of its Sublicensees, including without limitation any cause of action relating to product liability concerning any product, process, or service made, used or sold pursuant to any Indemnitee right or license granted under this paragraph with respect to (i) any Indemnified Liabilities Agreement, except to the extent any such Indemnified Liabilities arise from (x) Claim is based on the gross negligence or willful misconduct of such any Indemnitee. HHMI and its trustees, in each caseofficers, as employees, and agents (collectively, “HHMI Indemnitees”) will be indemnified, defended by counsel acceptable to HHMI, and held harmless by the Licensee from and against any Claim, based upon, arising out of, or otherwise relating to this Agreement, including without limitation any cause of action relating to product liability. The previous sentence will not apply to any Claim that is determined with finality by a final, non-appealable judgment of a court of competent jurisdiction to result solely from the gross negligence or willful misconduct of an HHMI Indemnitee. As a condition of indemnification under this Section 10, (a) the Indemnitees shall provide Licensee with prompt written notice of any claim, suit or action for which indemnification is sought (provided that the failure of Indemnitees so to notify Licensee will relieve Licensee from liability for indemnification only to the extent Licensee is prejudiced by such delay); (b) the Indemnitees shall provide Licensee with the exclusive right to control the defense and settlement of such Claims, and Licensee shall not be obligated to indemnify any Indemnitee in connection with any settlement for any Claim unless Licensee previously consents in writing to such settlement; and (c) the Indemnitees shall cooperate fully with Licensee in such defense, at Licensee’s expense, and will permit Licensee to conduct and control such defense and the disposition of any such claim, suit, or action for which Licensee acknowledges it is fully responsible; provided that Licensee shall not settle any such claim, suit or action by admitting fault or liability on the part of the Licensors, or that would limit the scope or validity of any of the Licensed Patent Rights, without the prior written consent of Licensors, which consent shall not be unreasonably denied or delayed. Notice of any claim for which indemnification may be sought pursuant to this Agreement shall be given reasonably promptly by HHMI following actual receipt of written notice thereof by an officer or attorney of HHMI. Notwithstanding the foregoing, the delay or failure of any HHMI Indemnitee to give reasonably prompt notice to Licensee of any such claim shall not affect the rights of such HHMI Indemnitee unless, and then only to the extent that, such delay or failure is prejudicial to or otherwise adversely affects Licensee. Licensee agrees not to settle any Claim against an HHMI Indemnitee without HHMI’s written consent, where (a) such settlement would include any admission of liability on the part of any HHMI Indemnitee, (b) such settlement would impose any restriction on any HHMI Indemnitee’s conduct of any of its activities, or (yc) a claim brought by such settlement would not include an unconditional release of all HHMI Indemnitees from all liability for claims that are the Borrower or any Subsidiary subject matter of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsettled Claim.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower Party B agrees to indemnifyindemnify Party A and its affiliates and their respective directors, pay officers, agents and hold harmless the Administrative Agent controlling parties (and any sub-agent thereof), the Arrangers, each Lender Party A and each Related Party of any of the foregoing (each, such affiliate or person being an “IndemniteeIndemnified Party”), ) from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damagesdamages and liabilities, etcjoint and several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, the execution or delivery of this Confirmation, the performance by the parties hereto of their respective obligations under the Transaction, any breach of any covenant or representation made by Party B in this Confirmation or the Agreement or the consummation of the transactions contemplated hereby and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. arising Party B will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by a court to have resulted from Party A’s gross negligence, bad faith, fraud and/or willful misconduct or breach of any nonrepresentation or covenant of Party A contained herein or violation of the Ownership Limits imposed by the Charter (described herein), unless such violation is a result of an Issuer Repurchase for which Party B failed to provide an Issuer Repurchase Notice as required herein or a determination by Party B that it will treat ownership positions held by Party A or any of its affiliates solely in its (or their) capacity as a nominee or fiduciary as constituting Beneficial Ownership or Constructive Ownership (as such terms are defined in the Charter) by Party A. Notice: Non-Tax claim.Reliance: Applicable Additional Acknowledgments: Applicable Agreements and Acknowledgments Regarding Hedging Activities: Applicable

Indemnity. (a) In addition The Borrowers agree to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay indemnify and hold harmless the Administrative Agent Banks and their respective officers, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and any sub-agent thereof)collectively, the Arrangers"Indemnified Parties") from and against any loss, each Lender cost, liability, damage or expense (including the reasonable fees and each Related Party out-of-pocket expenses of counsel to the Banks, including all local counsel hired by such counsel) ("Claim") incurred by the Banks in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrowers or their agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of the foregoing (eacharises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrowers to the Banks hereunder or at common law or otherwise, an “Indemnitee”)and shall survive any termination of this Agreement, from the expiration of the Loans and against any the payment of all indebtedness of the Borrowers to the Banks hereunder and all Indemnified Liabilities; under the Notes, provided that the Borrower Borrowers shall have no obligation to any Indemnitee under this paragraph Section to the Bank with respect to (i) any Indemnified Liabilities to of the extent such Indemnified Liabilities arise from (x) foregoing arising out of the gross negligence or willful misconduct of the Bank. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or Claim (y) a claim brought by but failure to do so shall not affect the Borrower or any Subsidiary indemnification herein made except to the extent of the Borrower against actual harm caused by such failure). The Indemnified Party shall have the right to employ, at the Borrowers' expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. The Borrowers may at their own expense also participate in the defense of any Indemnitee for material breach of Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to the extent such Indemnitee’s express obligations hereunder (including, Indemnified Party believes it reasonably prudent to protect such Indemnified Party. The parties intend for the avoidance provisions of doubt, this Section to apply to and protect each Indemnified Party from the consequences of any failure by such Indemnitee liability including strict liability imposed or threatened to comply with its obligation to fund any portion be imposed on Agent as well as from the consequences of its Loans as required hereby) own negligence, whether or under any other Credit Documentnot that negligence is the sole, if the Borrower contributing, or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative concurring cause of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimClaim.

Indemnity. (a) In addition to Each party (the payment of expenses pursuant to Section 9.02, the Borrower agrees to “Indemnifying Party”) will indemnify, pay defend and hold harmless the Administrative Agent other party and its affiliates and their respective officers, directors, shareholders, employees and agents (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “IndemniteeIndemnified Party”), ) from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation losses, liabilities, claims, obligations, costs and expenses (including reasonable attorneys’ fees), which result from or arise in connection with or are related in any way to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemniteeclaim, which if true, would result in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought breach by the Borrower or Indemnifying Party of this Agreement, including but not limited to any Subsidiary breach by the Indemnifying Party of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) representations and warranties set forth herein. If a third party asserts any claim or under any other Credit Documentallegation which, if proven, would constitute a breach by the Borrower or such Subsidiary has obtained a final, non-appealable judgment Indemnifying Party of a court any of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay representations and hold harmless warranties set forth in this paragraph may Agreement, the Indemnifying Party shall be unenforceable promptly notified of such claim by the Indemnified Party. The Indemnifying Party shall be entitled to assume direction and control of the defense of the claim (including the employment of counsel, who shall be reasonably satisfactory to the Indemnified Party) and the payment of expenses. The Indemnified Party shall use commercially reasonably efforts to cooperate as requested in whole the defense of the claim. The Indemnified Party shall have the right to employ, at its own expense, separate counsel in any such action or claim and to participate in part because they are violative the defense thereof. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any law pending or public policythreatened proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such proceeding. If the Indemnifying Party does not assume the defense of any claim, the Borrower Indemnified Party shall contribute be entitled to assume defense of any such claim, The Indemnifying Party shall use commercially reasonable efforts to cooperate with the maximum portion that it is permitted to pay Indemnified Party in such defense and satisfy under applicable law make available to the payment Indemnified Party, at the Indemnifying Party’s expense, all witnesses, records, material and satisfaction of all information in the Indemnifying Party’s possession or control as reasonably requested by the Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimParty.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay The Composer shall at all times indemnify and hold harmless the Administrative Agent (InStyle and any sub-agent thereof), the Arrangers, each Lender and each Related Party licensee of any of the foregoing (each, an “Indemnitee”), InStyle from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etcdemands, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any breach or alleged breach of any warranty, representation, covenant or agreement made by the Composer in this Agreement or any other act or omission by the Composer in derogation of the representations, warranties, covenants or agreements made in favour of InStyle herein. arising Such indemnity shall also extend to reasonable counsel fees and court costs incurred in connection with any claim, action or proceeding brought by InStyle. InStyle shall use its best efforts to notify the Composer of any action commenced on such a claim within thirty (30) days of the date InStyle receives written notice of thereof. The Composer may participate in the defense of any such claim through counsel of the Composer’s selection at the Composer’s own expense, but InStyle shall have the right at all times, in InStyle’s sole discretion, to retain or resume control of the conduct of the defense. Pending the resolution of any claim, action or proceeding covered by this indemnity, InStyle shall have the right to withhold from any non-Tax claimRoyalties otherwise becoming due to the Composer hereunder an amount reasonably related to the scope of the Composer’s indemnity with respect thereto, unless (and to the extent that) the Composer shall provide InStyle with a commercial surety bond issued by a company, and in a form, reasonably satisfactory to InStyle. If no formal action or other proceeding for recovery on such a claim has been commenced within one year after its assertion and no settlement discussions are pending, InStyle shall not continue to withhold Royalties in connection therewith under this Section.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.0210.2, whether or not the Borrower transactions contemplated hereby shall be consummated, each Credit Party agrees to 173 1095171012\7\AMERICAS defend (subject to the applicable Indemnitee’s selection of counsel), indemnify, pay and hold harmless the Administrative each Agent (and any each sub-agent thereof), the Arrangerseach Arranger, each Lender and each Issuing Bank and each of their respective Related Party of any of the foregoing Parties (each, an “Indemnitee”), from and against any and all Indemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that the Borrower no Credit Party shall have no any obligation to any Indemnitee under this paragraph hereunder with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (xi) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties or (yB) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s the express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee or its Related Parties under the Credit Documents (provided, that with respect to comply Indemnified Liabilities arising out of claims, demands, suits, actions, investigations or proceedings commenced or threatened by a Credit Party that are relating to any Letter of Credit, this clause (B) shall only apply to a material breach of the express obligations of such Indemnitee or its Related Parties under the provisions of Section 2.3 with its obligation respect to fund any portion such Letter of its Loans as required herebyCredit) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) arise out of or in connection with any settlement with respect to such Indemnified Liabilities which action, claim or proceeding not involving any act or omission of a Credit Party or the equityholders or Affiliates of any Credit Party (or the Related Parties of any Credit Party) that is entered into brought by such an Indemnitee without the Borrower’s written consent against another Indemnitee (such consent not to be unreasonably withheld other than against any Agent or delayed taking into account, among any Arranger (or any holder of any other relevant matters, the likelihood of non-monetary injury to each Indemniteetitle or role) in its capacity as such). To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this paragraph Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. (a) In addition The Company shall indemnify the Manager and its managers, directors, officers, employees and agents (each such person, an “Indemnified Party”) against all losses, claims, actions, suits, damages, penalties, judgments, liabilities and expenses (including, without limitation, reasonable attorneys’ fees but excluding lost profits, consequential damages and other indirect or special damages and any costs and expenses attributable solely to administrative overheads) (collectively, “Losses”) which any of them may pay or incur arising out of or relating this Agreement or the services called for herein; provided, however, that such indemnity shall not apply to any such loss, claim, damage, penalty, judgment, liability or expense attributable to the payment Manager or any other Indemnified Party as a result of expenses pursuant to Section 9.02the Indemnified Party’s gross negligence, the Borrower agrees to indemnifywillful misconduct or material breach of its obligations under this Agreement. If any action, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of suit or proceeding arising from any of the foregoing (each, an “Indemnitee”), from and is brought against any Indemnified Party, the Company will resist and all Indemnified Liabilities; provided that defend such action, suit or proceeding or cause the Borrower same to be resisted and defended by its counsel (which counsel shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities be reasonably satisfactory to the extent such affected Indemnified Liabilities arise from (xParty) the gross negligence or willful misconduct and shall pay all costs of such Indemniteedefense as incurred; provided, in each casehowever, as that if it is finally determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought that such Indemnified Party is not entitled to indemnification hereunder, the Indemnified Party shall immediately reimburse the Company all amounts spent by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach Company in defense of such Indemnitee’s express obligations hereunder (includingIndemnified Party. Each Indemnified Party shall immediately notify the Company of any damage, for loss, liability, cost or expense which the avoidance Indemnified Party has determined has given or would give rise to a right of doubtindemnification under this Agreement and the Company shall have the exclusive right to compromise or defend any such liability or claim at its own expense, any failure by which decision shall be binding and conclusive upon the Indemnified Party. Failure to give such Indemnitee to comply with its obligation to fund any portion notice shall not relieve the Company of its Loans as required hereby) or indemnity under any other Credit Documentthis Agreement; provided, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings Company shall not be held responsible for any damage, loss, liability, cost or expense resulting from the failure to indemnify, pay and hold harmless set forth give such notice or if such failure results in this paragraph may be unenforceable in whole or in part because they are violative the forfeiture of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themsubstantive rights. All amounts due The Company’s obligations under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a5(a) shall not apply with respect to Taxes other than survive any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimtermination of this Agreement.

Indemnity. (a) In addition to 13.1 IP indemnity: [User note: The scope of the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (indemnity and any sub-agent thereof), other indemnity provided by the Arrangers, each Lender and each Related Party of any Company will depend on the negotiating power of the foregoing (eachparties, e.g. in some circumstances the Distributor may require an “Indemnitee”)indemnity to cover use of the Products by the Customers in accordance with the Agreement and the Minimum Terms. Where you are supplying the Products overseas, particularly in a crowded market, you should consider seeking local advice on the scope of this indemnity.] a The Company indemnifies the Distributor from and against any and all Indemnified Liabilities; provided that claim or proceeding brought against the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities Distributor in the Territory to the extent such Indemnified Liabilities arise from (x) that claim or proceeding alleges that the gross negligence sale of the Products [or willful misconduct the use of such Indemnitee, the Brands] by the Distributor in each case, as determined by a final, non-appealable judgment accordance with the Agreement constitutes an infringement of a court of competent jurisdiction or third party’s Intellectual Property Rights in the Territory (y) a claim brought by IP Claim). The indemnity in this clause is subject to the Borrower or any Subsidiary Distributor: i promptly notifying the Company of the Borrower against any Indemnitee for material breach IP Claim; ii making no admission of such Indemniteeliability and not otherwise prejudicing or settling the IP Claim, without the Company’s express obligations hereunder (including, prior written consent; and iii giving the Company complete authority and information required for the avoidance of doubt, any failure by such Indemnitee Company to comply with its obligation conduct and/or settle the negotiations and litigation relating to fund any portion of its Loans as required hereby) the IP Claim. The costs incurred or under any other Credit Document, if recovered are for the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction Company’s account. b The indemnity in its favor on such claim or (ii) any settlement with respect clause 13.1a does not apply to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole IP Claim arises from or in part because they are violative connection with the conduct of the Business in breach of the Agreement, including: i the supply or distribution of the Products [or use of the Brands] outside the Territory; or ii any law warranty given or public policyrepresentation made by the Distributor to a Customer or prospective Customer in breach of clause 12.3. c Without limiting the indemnity in clause 13.1a, if at any time an IP Claim is made, or in the Company’s opinion is likely to be made, then in defence or settlement of the IP Claim, the Borrower shall contribute Company may modify or replace the maximum portion that it is permitted to pay and satisfy under applicable law to items the payment and satisfaction subject of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any the IP Claim so they become non-Tax claiminfringing.

Indemnity. (a) In addition This section is amended to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay state in its entirety: “REE will indemnify and hold CUSTOMER harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemniteeloss, in each casedamages, as determined by a finalsuits, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder penalties, costs, liabilities, and expenses (including, but not limited to, reasonable investigation and legal expenses) arising out of any claim for the avoidance loss, damage to property, including Customer’s property, and injuries to or death of doubtpersons, any failure including CUSTOMER’s employee, caused by such Indemnitee or resulting from REE’s negligence, willful misconduct, or REE’s breach of this agreement. The forgoing indemnity from REE in favor of CUSTOMER under this Article XIII shall be inapplicable to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claimsloss, damages, etcsuits, penalties, costs, liabilities, and expenses result from CUSTOMER’S provisions to REE of waste other than “Regulated Medical Waste.” In any instance in which CUSTOMER claims indemnity under this Article XIII, REE shall have the right but not the duty to defend CUSTOMER in (and control the defense of) any litigation arising out of the occurrence from which CUSTOMER claims that REE indemnity obligation exists. arising from CUSTOMER agrees to responsibility of the negligent acts of its employees. With respect to any non-Tax claimclaim for indemnification, CUSTOMER shall (i) give written notice thereof within a reasonable period following the event or occurrence as to which the right to indemnification may be asserted and (ii) allow REE (including its employees, agents, and counsel) reasonable access to any of its employees, property and records for the purpose of conducting an investigation of such claim for the purpose of obtaining statements, photographs, and chemical analysis and taking such other steps as may be necessary to preserve evidence of the occurrence on which claim is based. If CUSTOMER denies REE other party reasonable access as set forth above, CUSTOMER shall assume role responsibility for the claim for which indemnification is sought and shall not be entitled to indemnity.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02Each Party will defend, the Borrower agrees to indemnify, pay save and hold harmless the Administrative Agent other Party and the officers, directors, agents, affiliates, distributors, franchisees and employees of the other Party from any and all third party claims, demands, liabilities, costs or expenses, including reasonable attorneys' fees (and "LIABILITIES"), resulting from the indemnifying Party's material breach of any sub-agent thereofobligation, representation, or warranty of this Agreement. If a Party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") becomes aware of any matter it believes is indemnifiable hereunder involving any claim, action, suit, investigation, arbitration or other proceeding against the Indemnified Party by any third party (each an "ACTION"), the Arrangers, each Lender and each Related Indemnified Party shall give the other Party (the "INDEMNIFYING PARTY") prompt written notice of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower such Action. Such notice shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to provide the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor basis on such claim or which indemnification is being asserted and (ii) be accompanied by copies of all relevant pleadings, demands, and other papers related to the Action and in the possession of the Indemnified Party. The Indemnifying Party shall have a period of ten (10) days after delivery of such notice to respond. The Indemnified Party shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party shall have the right to participate fully, at its own expense, in the defense of such Action. If a dispute arises over whether the Party requesting indemnification hereunder is so entitled, the Party requesting indemnification shall be free, without prejudice to any of such Party's rights hereunder, to compromise or defend (and control the defense of) such Action. Any compromise or settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without of an Action shall require the Borrower’s prior written consent (of both Parties hereunder, such consent not to be unreasonably withheld or delayed taking into accountdelayed. ACKNOWLEDGMENT. AOL AND ICP EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee)VOLUNTARY ALLOCATION BETWEEN THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER. To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themTHE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES AND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE CIRCUMSTANCES AND EXTENT OF LIABILITY. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimTHE PROVISIONS OF THIS SECTION VI SHALL BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

Indemnity. (a) In addition To the fullest extent allowed by law, I agree to indemnify and hold Snowbasin harmless for any claims arising from my “use of Snowbasin”, falls, the operation of Snowbasin and from claims of others related to my “use of Snowbasin” even if Snowbasin was negligent. My obligations include paying all attorneys’ fees, costs, or judgments incurred by Snowbasin as a result of my obligations to indemnify or the breach of this agreement. I have read, agree, and understood the terms of this Agreement, including the other side of this form. I agree never to file a lawsuit against Snowbasin related to my “use of Snowbasin” even if Snowbasin was negligent. However, I agree that any lawsuit filed against Snowbasin shall be filed in the Third District Court in the State of Utah, or the Federal Court for the District of Utah. I agree that if any part of this Agreement is determined to be unenforceable, then all other parts shall remain in effect and be interpreted as set forth herein and that Utah law shall apply. This Agreement is binding upon my heirs and representatives. This Agreement shall be enforceable to the payment fullest extent allowed by law. This Agreement is not intended to affect the provisions of expenses pursuant Utah’s Inherent Risk of Skiing Statute § 78B-4-401 et seq. Persons under the age of 18 (“minor”) are required to Section 9.02, the Borrower agrees to indemnify, pay have an authorized parent or legal guardian (hereinafter “Parent”) read and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under sign this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee)Agreement. To the fullest extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policyallowed by law, the Borrower shall contribute Parent individually and on behalf of the maximum portion that it minor has read, understood, and expressly agrees to all of the terms of this Agreement contained on both pages. The Parent agrees and acknowledges Parent’s and minor’s express assumption of risk, release of liability, indemnity and covenants not to sue Snowbasin, including for negligence. The Parent releases all of their rights or claims against Snowbasin including wrongful death damages and agrees to indemnify Snowbasin for any other parent’s claims, even if Snowbasin is permitted negligent. The Parent agrees to be solely responsible to explain and enforce all rules and to undertake all duties and responsibilities to educate, control and protect the minor(s) from all of the risks involved in skiing. The Parent agrees to pay all medical bills and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities expenses incurred by Indemnitees or the minor(s) and waives all rights of subrogation against Snowbasin. The Parent agrees to make all decisions concerning the minor’s participation, “use of Snowbasin” and involvement in any activities. Print Pass/Card Holder’s Name (Last, First) Signature (Parent if under 18) Date Address of them. All amounts due Pass/Card Holder Print Parent Name (if under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.18)

Indemnity. (a) In addition Borrowers agree to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay indemnify and hold harmless the Administrative Agent Banks and their respective officers, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and any sub-agent thereof)collectively, the Arrangers"Indemnified Parties") from and against any loss, each Lender cost, liability, damage or expense (including the reasonable fees and each Related Party out-of-pocket expenses of counsel to the Banks, including all local counsel hired by such counsel) ("Claim") incurred by the Banks in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of Borrowers or their agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of the foregoing (eacharises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or liabilities of Borrowers to the Banks hereunder or at common law or otherwise, an “Indemnitee”)and shall survive any termination of this Agreement, from the expiration of the Revolving Loans and against any the payment of all indebtedness of Borrowers to the Banks hereunder and all Indemnified Liabilities; under the Notes, provided that the Borrower Borrowers shall have no obligation to any Indemnitee under this paragraph Section to the Bank with respect to (i) any Indemnified Liabilities to of the extent such Indemnified Liabilities arise from (x) foregoing arising out of the gross negligence or willful misconduct of any Indemnified Party. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify Borrowers of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or Claim (y) a claim brought by but failure to do so shall not affect the Borrower or any Subsidiary indemnification herein made except to the extent of the Borrower against actual harm caused by such failure). The Indemnified Party shall have the right to employ, at Borrowers' expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. Borrowers may at its own expense also participate in the defense of any Indemnitee for material breach of Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to the extent such Indemnitee’s express obligations hereunder (including, Indemnified Party believes it reasonably prudent to protect such Indemnified Party. The parties intend for the avoidance provisions of doubt, this Section to apply to and protect each Indemnified Party from the consequences of any failure by such Indemnitee liability including strict liability imposed or threatened to comply with its obligation to fund any portion be imposed on Agent as well as from the consequences of its Loans as required hereby) own ordinary negligence, whether or under any other Credit Documentnot that negligence is the sole, if the Borrower contributing, or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative concurring cause of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimClaim.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay 22.1 The Subscriber will indemnify and hold harmless the Administrative Agent (Issuer and, where applicable, its directors, officers, employees, agents, advisors and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”)shareholders, from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemniteeloss, in each caseliability, as determined by a finalclaim, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder damage and expense whatsoever (including, for the avoidance of doubtbut not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Agreement, the Questionnaires, as applicable, or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect or any breach or failure by such Indemnitee the Subscriber to comply with its obligation any covenant or agreement made by the Subscriber to fund any portion the Issuer in connection therewith. EXHIBIT A CANADIAN INVESTOR QUESTIONNAIRE (ALBERTA, BRITISH COLUMBIA, MANITOBA, NEWFOUNDLAND AND LABRADOR, NEW BRUNSWICK, NOVA SCOTIA, ONTARIO, PXXXXX XXXXXX ISLAND, QUEBEC, AND SASKATCHEWAN) TO: APPCOIN INNOVATIONS INC. (the “Issuer”) RE: Purchase of its Loans as required herebyConvertible Note (the “Note”) of the Issuer Capitalized terms used in this Canadian Questionnaire (this “Questionnaire”) and not specifically defined have the meaning ascribed to them in the Private Placement Subscription Agreement between the Subscriber and the Issuer to which this Exhibit A is attached. In connection with the purchase by the Subscriber (being the undersigned, or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment undersigned is purchasing the Note as agent on behalf of a court disclosed beneficial Subscriber, such beneficial Subscriber, will be referred herein as the “Subscriber”) of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant mattersNote, the likelihood of non-monetary injury Subscriber hereby represents, warrants and certifies to each Indemnitee). To the extent Issuer that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.Subscriber:

Indemnity. (a) 1. In addition to connection with the payment Company’s engagement of expenses pursuant to Section 9.02Wxxxxxxxxx hereunder, the Borrower Company hereby agrees to indemnify, pay indemnify and hold harmless Wxxxxxxxxx and its affiliates, and the Administrative Agent (respective controlling persons, directors, officers, members, shareholders, agents and any sub-agent thereof), the Arrangers, each Lender and each Related Party employees of any of the foregoing (each, an collectively the “IndemniteeIndemnified Persons”), from and against any and all Indemnified Liabilities; provided claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of one counsel in addition to one local counsel per jurisdiction, if applicable), as incurred, whether or not the Company is a party thereto (collectively a “Claim”), that the Borrower shall have no obligation are (A) related to any Indemnitee under this paragraph with respect to or arise out of (i) any Indemnified Liabilities actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made except in respect of information furnished by Wxxxxxxxxx to the extent Company specifically for inclusion in the relevant prospectus publicly filed in connection with an Offering (“Wxxxxxxxxx Information”)) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement of Wxxxxxxxxx, or (B) otherwise relate to or arise out of Wxxxxxxxxx’x activities on the Company’s behalf under Wxxxxxxxxx’x engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees and expenses of one counsel in addition to one local counsel per jurisdiction, if applicable) as incurred by such Indemnified Liabilities arise Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted from (x) the fraud, gross negligence or willful misconduct of any such Indemnitee, Indemnified Person for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the Company for or in each case, as determined by a final, non-appealable judgment connection with the Company’s engagement of a court of competent jurisdiction or (y) a claim brought Wxxxxxxxxx except for any Claim incurred by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach Company as a result of such IndemniteeIndemnified Person’s express obligations hereunder (includingfraud, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) gross negligence or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimwillful misconduct.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower hereby agrees to defend, indemnify, pay and hold harmless Lender, and the Administrative Agent agents and affiliates of Lender (and any sub-agent thereof)collectively, the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any 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 arising out Borrower's breach of or default under this Agreement, or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the agreement of Lender to make the Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that the Borrower shall have no obligation to any an Indemnitee under this paragraph hereunder with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise directly and solely resulting from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, that Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee)order. To the extent that the undertakings undertaking to indemnify, pay and hold harmless set forth in this paragraph the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities indemnified liabilities incurred by the Indemnitees or any of them. All amounts due under The provisions of the undertakings and indemnification set out in this paragraph Section 7 shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsurvive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. (a) In addition to and without limiting any protection of the payment of expenses pursuant to Section 9.02Subscription Receipt Agent hereunder or otherwise by law, the Borrower agrees to indemnifyCorporation shall at all times indemnify the Subscription Receipt Agent and its affiliates, pay their successors and hold harmless the Administrative Agent (and any sub-agent thereof)assigns, the Arrangers, each Lender and each Related Party of any of their directors, officers, employees and agents (the foregoing (each, an “IndemniteeIndemnified Parties”), ) and save them harmless from and against any all claims, demands, losses, actions, causes of action, suits, proceedings, liabilities, damages (excluding loss of profits and all Indemnified Liabilities; provided that the Borrower shall have no obligation consequential damages), costs, charges, assessments, judgments and expenses (including expert consultant and legal fees and disbursements on a solicitor and client basis) whatsoever arising in connection with this Agreement including, without limitation, those arising out of or related to any Indemnitee under this paragraph with respect actions taken or omitted to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought be taken by the Borrower or any Subsidiary Indemnified Parties and expenses incurred in connection with the enforcement of this indemnity, which the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (includingIndemnified Parties, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them, may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Subscription Receipt Agent’s duties, and including any services that the Subscription Receipt Agent may provide in connection with or in any way relating to this Agreement (unless arising from Subscription Receipt Agent’s gross negligence, fraud, wilful misconduct or bad faith) and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of any breach by the Corporation. All amounts due under this paragraph Notwithstanding any other provision hereof, the Corporation agrees that its liability hereunder shall be payable promptly after written absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand thereforor any other precedent action or proceeding. This Section 9.03(a) Notwithstanding any other provision hereof, this indemnity shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsurvive the resignation or removal of the Subscription Receipt Agent and the termination or discharge of this Agreement.

Indemnity. To the fullest extent allowed by law, Sublessee shall defend (a) In addition with counsel reasonably acceptable to the payment of expenses pursuant to Section 9.02Lessor), the Borrower agrees to indemnify, pay indemnify and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), Indemnitees from and against any and all Indemnified Liabilities; provided that present and future Claims arising during the Borrower shall have no obligation term of this Agreement from or in connection with the failure to any Indemnitee comply with all Applicable Laws relating to the operation or maintenance of the Premises or the Alterations by Sublessee, or the activities or performance of Sublessee under this paragraph Agreement, whether such activity or performance is by Sublessee or by anyone directly or indirectly employed by or contracted with respect by Sublessee and whether such Claim shall be discovered before or after Lease Termination. The indemnity obligations of Sublessee under this Section 4.5 do not extend to (i) any Indemnified Liabilities Claims to the extent such Indemnified Liabilities they arise from (x) as a result of the Indemnitees’ gross negligence or willful misconduct misconduct. At its sole discretion, the Lessor may participate at its own expense in the defense of any claim, action or proceeding, but such Indemniteeparticipation shall not relieve Sublessee of any obligation imposed by this Agreement. The Lessor shall notify Sublessee promptly of any claim, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction action or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction proceeding and cooperate fully in its favor on such claim or (ii) any settlement with respect defense. Sublessee agrees to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into accountdefend, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay indemnify and hold harmless set forth the Indemnitees from any claim, action or proceeding against the Indemnitees, arising solely out of the acts or omissions of the Lessor in the performance of this paragraph Agreement. At its sole discretion, the Lessor may be unenforceable participate at its own expense in whole or in part because they are violative the defense of any law claim, action or public policyproceeding, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) but such participation shall not apply with respect to Taxes other than relieve the Lessor of any Taxes that represent lossesobligation imposed by this Agreement. The Lessor shall notify Sublessee promptly of any claim, claims, damages, etc. arising from any non-Tax claimaction or proceeding and cooperate fully in the defense.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay indemnity and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each save Lender and each Related Party its successors, assigns, agents and servants harmless of and from any of claims, actions, suits, losses, costs, liabilities, damages or expenses including actual expenses and reasonable attorneys' fees) incurred by Lender in connection with the foregoing (eachtransactions contemplated by this Agreement, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to including without limitation: (i) any Indemnified Liabilities to loss, cost, liability, damage or expense (including actual expenses and reasonable attorneys' fees) incurred in connection with the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or Facility Contracts; (ii) the delivery, ownership, alteration, operation, maintenance, return or other disposition of the Collateral; (iii) from any settlement documentation deficiencies or changes to the basic format of the Facility Contract; (iv) from the existence of any party having an interest, lien or claim in the Facility Contract(s), and/or the Facility Equipment covered thereby, and/or the proceeds thereof which interest, lien or claim is prior to the interest therein assigned to Lender hereby; (v) the construction of Lender and Borrower as having the relationship of joint venturers or partners, or (vi) the determination that Lender or Borrower has acted as agent for the other Borrower's obligations with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless indemnity set forth in this paragraph may be unenforceable in whole or in part because they are violative Section 9.7 shall survive repayment of all amounts due pursuant to the Loan Documents, the cancellation of the Notes and the release and/or cancellation of any law and all of the Loan Documents, Lender agrees to promptly notify Borrower of any matters in respect of which this indemnity may apply. If notified in writing of any action or public policyclaim brought or threatened against Lender based on a claim for which Borrower is to provide indemnity and given full authority, information, and assistance for the defense of same by Lender, Borrower shall contribute shall, without limitation, defend those actions or claims at its expense and pay the maximum portion that it is permitted to pay costs and satisfy under applicable law to the payment damages and satisfaction of all Indemnified Liabilities incurred by Indemnitees attorneys' fees awarded in any such action or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax such claim, provided that Borrower shall have the right to control the defense and settlement of all such actions and claims Lender will take all such actions (at the expense of Borrower) as may be reasonably requested by Borrower to assist Borrower in connection with such defense or settlement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02subsection 10.1, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party any holder of any Notes and the officers, directors, employees, agents, consultants, accountants, auditors, persons engaged by Agent or any Lender or holder of any Note to evaluate or monitor the foregoing Collateral, affiliates and attorneys of Agent, Lender and such holders (each, an “Indemnitee”), collectively called the "Indemnitees") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents, the consummation of the Recapitalization or the other transactions contemplated by this Agreement, the statements contained in the commitment letters, if any, delivered by Agent or any Lender, Agent's and each Lender's agreement to make the Loans hereunder, the use or intended use of the proceeds of any of the Loans or the exercise of any right or remedy hereunder or under the other Loan Documents (the "Indemnified Liabilities"); provided that the Borrower shall have no obligation to any an Indemnitee under this paragraph hereunder with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise arising from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, that Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimjurisdiction.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower Each Grantor agrees to indemnify, pay jointly and severally indemnify and hold harmless Collateral Agent and the Administrative Secured Parties, the respective affiliates of Collateral Agent and the Secured Parties, and the respective officers, directors, employees, agents (and any sub-agent thereofincluding, without limitation each of their counsel), and controlling persons of Collateral Agent and the ArrangersSecured Parties, each Lender and each Related Party of any of the foregoing such affiliate (each, an “Indemnitee”), "Indemnified Party") from and against any and all Indemnified Liabilities; provided that claims, actions and suits whether groundless or otherwise, and from and against any and all liabilities, losses, damages and costs and expenses (including, without limitation, the Borrower shall have no obligation to any Indemnitee under this paragraph reasonable fees and disbursements of counsel and with respect to Collateral Agent, reasonably allocated costs and expenses of in-house counsel and legal staff) of every nature and character arising out of or in connection with any actual or threatened claim, litigation, investigation or proceeding relating to this Agreement or the Secured Agreements or the transactions contemplated hereby or thereby (i) other than any Indemnified Liabilities to the extent such Indemnified Liabilities arise actions or expenses resulting, as determined by a final order of a court of competent jurisdiction, from (x) the gross negligence or willful misconduct of such Indemniteethe Indemnified Party seeking indemnification hereunder), in each casecase including, as determined by without limitation, the reasonable fees and disbursements of counsel and allocated costs of in-house counsel and legal staff incurred in connection with any such claim investigation, litigation or other proceeding whether or not such Indemnified Party is a finalparty thereto, nonand each Grantor agrees to reimburse each Indemnified Party, upon demand, for all out-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder of-pocket costs and expenses (including, for without limitation, the avoidance reasonable fees and disbursements of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement counsel and with respect to Collateral Agent and the Secured Parties, reasonably allocated costs and expenses of in-house counsel and legal staff) incurred in connection with any of the foregoing. In litigation, or the preparation therefor, Indemnified Parties shall each be entitled to select their own counsel and, in addition to the foregoing indemnity, each Grantor agrees to pay promptly the reasonable fees and expenses of such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not counsel. If, and to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative obligations of any law or public policyGrantor under this Section 10 are unenforceable for any reason, the Borrower shall contribute such Grantor hereby agrees to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and in satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due such obligations which is permissible under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimapplicable law.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to Tenant shall indemnify, pay protect, defend and save and hold Landlord, Landlord’s Agents (the “Indemnified Parties”) harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that losses, costs, liabilities, claims, judgments, liens, damages (including consequential damages) and expenses, including, without limitation, reasonable attorneys’ fees and costs, and reasonable investigation costs, incurred in connection with or arising from: (a) any default by Tenant in the Borrower shall have no obligation observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to any Indemnitee be observed or performed, including Tenants obligations under this paragraph Article 6 with respect to the Ground Lease, (ib) the use or occupancy or manner of use or occupancy of the Premises, the Buildings and the Property by Tenant and Tenant’s Agents or any Indemnified Liabilities person claiming under Tenant, (c) the condition of the Premises, and any occurrence on the Premises, the Buildings or the Property from any cause whatsoever, except to the extent such Indemnified Liabilities arise from (x) caused by the gross negligence or willful misconduct of the Indemnified Parties, and (d) any acts or omissions or negligence of Tenant or of Tenant’s Agents, in, on or about the Premises, the Buildings or the Common Area. In case any action or proceeding be brought, made or initiated against the Indemnified Parties relating to any matter covered by Tenant’s indemnification obligations under this Section or under Section 13.4, Tenant, upon notice from the Landlord, shall at its sole cost and expense, resist or defend such Indemniteeclaim, in each case, as determined action or proceeding by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought counsel approved by the Borrower or any Subsidiary Indemnified Parties. Notwithstanding the foregoing, each of the Borrower against Indemnified Parties may retain its own counsel to defend or assist in defending any Indemnitee for material breach claim, action or proceeding, and Tenant shall pay the reasonable fees and disbursements of such Indemniteecounsel. Tenant’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph Section shall survive the expiration or earlier termination of this Lease. Each of the Indemnified Parties is an intended third-party beneficiary of this Section 14.1 and shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect entitled to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimenforce the provisions hereof.

Indemnity. (a) In addition to the payment Unless an Event of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay Default shall have occurred and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangersbe continuing, each Lender and each Related Party Grantor shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel or its choice at its expense (in which case the Company shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding each Grantor’s election to assume the foregoing (eachdefense of such action, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower each Indemnitee shall have no obligation the right to any Indemnitee under this paragraph with respect employ separate counsel and to participate in the defense of such action, and such Grantor shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) any Indemnified Liabilities the use of counsel chosen by such Grantor to the extent represent such Indemnified Liabilities arise from Indemnitee would present such counsel with a conflict of interest; (xii) the gross negligence actual or willful misconduct potential defendants in, or targets of, any such action include both such Grantor and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to such Grantor (in which such Grantor shall not have the right to assume the defense or such action on behalf of such Indemnitee), in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (yiii) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by Grantor shall not have employed counsel reasonably satisfactory to such Indemnitee to comply with its obligation represent it within a reasonable time after notice of the institution of such action; or (iv) such Grantor shall authorize such Indemnitee to fund employ separate counsel at such Grantor’s expense. Each Grantor will not be liable under this Agreement for any portion of its Loans as required hereby) amount paid by an Indemnitee to settle any claims or under any other Credit Document, actions if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by without such Indemnitee without the BorrowerGrantor’s written consent, which consent (such consent may not to be unreasonably withheld or delayed taking into accountunless such settlement is unreasonable in light of such claims or actions against, among other relevant mattersand defenses available to, the likelihood of non-monetary injury to each such Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. Each Party (athe “Indemnifying Party”) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay defend and hold harmless the Administrative Agent other Party and its Affiliates, directors, trustees, officers, employees and agents (and any sub-agent thereof)collectively, the Arrangers“Indemnified Party”) from and against all claims, each Lender demands, losses, liabilities, penalties, and each Related Party expenses (including reasonable attorneys’ fees) for personal injury or death to Persons and damage to the property of any third party to the extent arising out of, resulting from, or caused by the negligent or willful misconduct of the foregoing Indemnifying Party, its Affiliates, its directors, trustees, officers, employees, or agents. Seller, as Indemnifying Party, agrees to indemnify, defend and hold harmless the Buyer and its Affiliates, directors, trustees, officers, employees and agents (each, each being an “Indemnitee”Indemnified Party), from and against any all claims, demands, losses, liabilities, penalties, and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to expenses (including reasonable attorneys’ fees) (i) arising out of or relating to the construction, operation and maintenance of the Project, and (ii) for personal injury or death to Persons and damage to the property of any Indemnified Liabilities third party to the extent such Indemnified Liabilities arise from (x) arising out of or relating to the gross construction, operation and maintenance of the Developer Attachment Facilities. Nothing in this Section 12.3 shall relieve Seller or Buyer of any liability to the other for any breach of this Agreement. This indemnification obligation shall apply notwithstanding the negligence or willful misconduct of the Indemnified Party, but the Indemnifying Party’s liability to pay damages to the Indemnified Party shall be reduced in proportion to the percentage by which the Indemnified Party’s negligence or willful misconduct contributed to the claim giving rise to, or increased the level of, the damages. Neither Party shall be indemnified for its damages resulting from its sole negligence, intentional acts or willful misconduct. These indemnity provisions shall not be construed to relieve any insurer of its obligation to pay claims consistent with the provisions of a valid insurance policy. Seller agrees to indemnify, defend, and hold Buyer harmless from any liability, claim, complaint, demand, action, cause of action, audit, investigation, proceeding, obligation, loss, cost damage, judgment, adjudication, arbitration decision, penalty (including fees and fines), or expenses (collectively, the “Indemnified Environmental Obligations”) suffered or incurred by any of them as a result of, arising out and/or relating to any acts or omissions of Seller or Seller’s contractors, agents, or employees related to or involving Hazardous Materials brought onto the Site, subsequently released at the Site or negligently exacerbated at the Site (whether such IndemniteeHazardous Materials were pre-existing at the Site, in each caseor introduced to the Site during the Construction Period or during the Term) by any such Persons during the course of the development and/or operation of the Project. Each Party, as determined Indemnifying Party, agrees to indemnify, defend and hold harmless the other Party and its Affiliates, directors, trustees, officers, employees and agents (each being an Indemnified Party), from and against all claims, demands, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to a breach of applicable law or any fines or penalties imposed by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder Governmental Authority (including, for without limitation, NYISO) to the avoidance extent arising out of, resulting from, or caused by the Indemnifying Party, its Affiliates, its directors, trustees, officers, employees, or agents. If any infringement or alleged infringement of doubtany Intellectual Property or other proprietary right based upon the performance of or failure to perform the development, construction or operation of the Project or any failure of the other obligations under this Agreement occurs, including design and engineering or the materials and equipment or other Intellectual Property designed or incorporated into the Project by such Indemnitee to comply with its obligation to fund Seller or any portion of its Loans as required hereby) subcontractors or under any other Credit Documentvendors, if the Borrower or such Subsidiary has obtained a finalSeller shall at its sole expense, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into accountpromptly defend, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policyBuyer and its Affiliates, the Borrower shall contribute the maximum portion that it is permitted to pay directors, trustees, officers, employees and satisfy under applicable law to the payment agents (each being an Indemnified Party) from and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent against claims, demands, losses, claimsliabilities, damagespenalties, etc. and expenses (including reasonable attorneys’ fees) arising out of or resulting from any non-Tax claimsuch infringement or alleged infringement, unless directed otherwise by Buyer.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay The Composer shall at all times indemnify and hold harmless the Administrative Agent (InStyle and any sub-agent thereof), the Arrangers, each Lender and each Related Party licensee of any of the foregoing (each, an “Indemnitee”), InStyle from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etcdemands, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any breach or alleged breach of any warranty, representation, covenant or agreement made by the Composer in this Agreement or any other act or omission by the Composer in derogation of the representations, warranties, covenants or agreements made in favour of InStyle herein. arising Such indemnity shall also extend to reasonable counsel fees and court costs incurred in connection with any claim, action or proceeding brought by InStyle. InStyle shall use its best efforts to notify the Composer of any action commenced on such a claim within thirty (30) days of the date InStyle receives written notice of thereof. The Composer may participate in the defense of any such claim through counsel of the Composer’s selection at the Composer’s own expense, but InStyle shall have the right at all times, in InStyle’s sole discretion, to retain or resume control of the conduct of the defense. Pending the resolution of any claim, action or proceeding covered by this indemnity, InStyle shall have the right to withhold from any non-Tax claim.Royalties otherwise becoming due to the Composer hereunder an amount reasonably related to the scope of the Composer’s indemnity with respect thereto, unless (and to the extent that) the Composer shall provide InStyle with a commercial surety bond issued by a company, and in a form, reasonably satisfactory to InStyle. If no formal action or other proceeding for recovery on such a claim has been commenced within one year after its assertion and no settlement discussions are pending, InStyle shall not continue to withhold Royalties in connection therewith under this Section. SECTION 6 - CLAIMS

Indemnity. (a) In addition The Trust shall indemnify Indemnitee against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding by the Trust or any other person, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a Trustee, officer, employee or agent, except in respect of any matter as to which he shall have been adjudicated to have acted in bad faith or with willful misconduct or reckless disregard of his duties or gross negligence or not to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust; provided, however, that as to any matter disposed of by a compromise payment by Indemnitee pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the Trust shall have received a written opinion from counsel approved by the Trust to the payment effect that if the foregoing matters had been adjudicated, they would likely have been adjudicated in favor of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any Indemnitee or unless a meeting of the foregoing (eachTrustees at which a quorum consisting of Trustees who are not parties to or threatened with such action, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower suit or other proceeding shall have no obligation make such a determination. The rights accruing to any Indemnitee under this paragraph Agreement shall not exclude any other right to which he may be lawfully entitled; provided, however, that Indemnitee may satisfy any right of indemnity or reimbursement granted herein or to which he may be otherwise entitled only out of the Trust property. The Trust may make advance payments in connection with respect indemnification under this Agreement, provided that Indemnitee shall have given a written undertaking to (i) any Indemnified Liabilities reimburse the Trust in the event it is subsequently determined that he is not entitled to such indemnification. The level of the indemnification shall be to the full extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach net equity based on appraised and/or market value of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimIndemnitor.

Indemnity. Writer hereby indemnifies, saves and holds Publisher, his or her successors and assigns, harmless from any and all liability, claims, demands, losses and damages (aincluding counsel fees and court costs) In addition to the payment arising out of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and or connected with any sub-agent thereof), the Arrangers, each Lender and each Related Party of claim or action by a third party which is inconsistent with any of the foregoing (eachwarranties, an “Indemnitee”)representations or agreements made by Writer in this Agreement, from and against Writer shall reimburse Publisher, on demand, for any loss, cost, expense or damage to which said indemnity applies. Publisher shall give Writer prompt written notice of any claim or action covered by said indemnity, and all Indemnified Liabilities; provided that the Borrower Writer shall have no obligation the right, at Writer's expense, to participate in the defense of any Indemnitee such claim or action with counsel of Writer's choice. Pending the disposition of any such claim or action, Publisher shall have the right to withhold payment of such portion of any monies which may be payable by Publisher to Writer under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) Agreement or under any other Credit Document, if agreement between Writer & Publisher or its affiliates as shall be reasonable related to the Borrower amount of the claim and estimated counsel fees and costs. If Publisher shall settle or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on compromise any such claim or action, the foregoing indemnity shall cover only that portion (iiif any) of the settlement or compromise which shall have been approved in writing by Writer, and Writer hereby agrees not unreasonably to withhold any such approval. Notwithstanding the foregoing, if Writer shall withhold approval of any settlement with respect or compromise which Publisher is willing to make upon advice of counsel and in its best business judgment, Writer shall thereupon deliver to Publisher an indemnity or surety bond, in form satisfactory to Publisher, which shall cover the amount of the claim and estimated counsel fees and costs, and if Writer shall fair to deliver such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent bond within ten (such consent not to be unreasonably withheld or delayed taking into account10) business days, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph Writer shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect deemed to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimhave approved of said settlement or compromise.

Indemnity. For a period of 12 months following the date hereof, the Purchaser shall indemnify the Vendors and the Vendors shall indemnify the Purchaser, its subsidiaries and their respective officers, directors and employees (a) In addition to the payment extent that such persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any adverse tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred in connection with or as a result of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to breach by the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct applicable party of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemniteeparty’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or representations and warranties and (ii) any settlement non-performance by the applicable party of such party’s covenants or agreements contained in this Agreement. The indemnified party shall give notice in writing to the indemnifying party as soon as practicable upon being served with any statement of claim, writ, notice of motion, indictment, subpoena, investigation order or other document commencing, threatening or continuing any claim (each, a “Claim”) involving the indemnified party which may result in a claim for indemnification under this Section 13, and the indemnifying party agrees to give the indemnified party notice in writing as soon as practicable upon it being served with any Claim involving the indemnified party. Such notice shall include a description of the Claim, a summary of the facts giving rise to the Claim and, if possible, an estimate of any potential liability arising under the Claim. Failure by the indemnified party to so notify the indemnifying party of any Claim shall not relieve the indemnifying party from liability under this Section 13 except to the extent that the failure materially prejudices the indemnifying party. Promptly after receiving written notice from the indemnified party of any Claim (other than a Claim by or on behalf of the indemnifying party to procure a judgment in its favour against the indemnified party), unless the indemnified party elects otherwise, in its sole discretion, the indemnifying party shall in a timely manner assume conduct of the defence thereof and retain counsel on behalf of the indemnified party who is reasonably satisfactory to the indemnified party, to represent the indemnified party in respect of the Claim. The indemnified party consents to the conduct thereof and of any action taken by the indemnifying party, in good faith, in connection therewith, and the indemnified party shall fully cooperate in such defence including, without limitation, the provision of documents, attending examinations for discovery, making affidavits, meeting with counsel, testifying and divulging to the indemnifying party all information reasonably required to defend or prosecute the Claim. In the event that the indemnified party elects to assume conduct of the defence on its own behalf, the indemnified party shall promptly following the indemnifying party’s reasonable request, consult with the indemnified party and keep the indemnifying party apprised of the progress in respect of any Claim; provided, however, that failure by the indemnified party to so keep the indemnifying party apprised of the progress of any Claim shall not relieve the indemnifying party from liability under this Section 13 except to the extent that the failure materially prejudices the indemnifying party. No admission of liability with respect to such Indemnified Liabilities which is entered into the indemnified party shall be made by such Indemnitee either the indemnifying party or the indemnified party without the Borrower’s prior written consent (of the other party, such consent not to be unreasonably withheld or delayed taking into accountdelayed, among other relevant mattersunless such settlement includes an unconditional general release of the indemnified party without any admission of negligence, misconduct, liability or responsibility by the likelihood indemnified party. Once the validity and amount of an indemnity claim has been finally determined (the “Claim Amount”) by agreement between the indemnifying party and the indemnified party or by binding, final and non-monetary injury to each Indemnitee). To appealable determination or settlement, then the extent that indemnifying party will promptly pay the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law Claim Amount to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified party.

Indemnity. The District hereby assumes liability for, and hereby agrees (awhether or not any of the transactions contemplated hereby are consummated) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay protect, save and hold keep harmless the Administrative Escrow Agent (and any sub-agent thereof)its respective successors, the Arrangersassigns, each Lender agents, officers, directors, employees and each Related Party of any of the foregoing (each, an “Indemnitee”)servants, from and against any and all Indemnified Liabilitiesliabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Agent at any time (whether or not also indemnified against the same by the District or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of its Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the purchase of the Investment Securities, the retention of the Investment Securities or the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided provided, however, that the Borrower District shall have no obligation not be required to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to indemnify the extent such Indemnified Liabilities arise from (x) Escrow Agent against the gross Escrow Agent’s own negligence or willful misconduct or the negligent or willful misconduct of such Indemniteethe Escrow Agent’s respective successors, in each caseassigns, as determined by a final, non-appealable judgment of a court of competent jurisdiction agents and employees or (y) a claim brought the breach by the Borrower or any Subsidiary Escrow Agent of the Borrower against terms of this Agreement. In no event shall the District or the Escrow Agent be liable to any Indemnitee for material breach person by reason of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any transactions contemplated hereby other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury than to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless other as set forth in this paragraph may be unenforceable section. The indemnities contained in whole or in part because they are violative this section shall survive the termination of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimAgreement.

Indemnity. (a) In addition The Borrowers agree to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay indemnify and hold harmless the Administrative Agent Lenders and their respective officers, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and any sub-agent thereof)collectively, the Arrangers"Indemnified Parties") from and against any loss, each Lender cost, liability, damage or expense (including the reasonable fees and each Related Party out-of-pocket expenses of counsel to the Lenders, including all local counsel hired by such counsel) ("Claim") incurred by the Lenders in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrowers or their agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of the foregoing (eacharises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrowers to the Lenders hereunder or at common law or otherwise, an “Indemnitee”)and shall survive any termination of this Agreement, from the expiration of the Loans and against any the payment of all indebtedness of the Borrowers to the Lenders hereunder and all Indemnified Liabilities; under the Notes, provided that the Borrower Borrowers shall have no obligation to any Indemnitee under this paragraph Section to the Lender with respect to (i) any Indemnified Liabilities to of the extent such Indemnified Liabilities arise from (x) foregoing arising out of the gross negligence or willful misconduct of the Lender. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or Claim (y) a claim brought by but failure to do so shall not affect the Borrower or any Subsidiary indemnification herein made except to the extent of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure actual harm caused by such Indemnitee failure). The Indemnified Party shall have the right to comply employ, at the Borrowers' expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. The Borrowers may at their own expense also participate in the defense of any Claim. Each Indemnified Party may employ separate counsel in connection with its obligation any Claim to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to extent such Indemnified Liabilities which is entered into by Party believes it reasonably prudent to protect such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into accountIndemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, among other relevant mattersWHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnifyCONTRIBUTING, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimOR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. Subject to Article 15 Tenant shall hold Landlord, its trustees, Affiliates, subsidiaries, members, principals, beneficiaries, partners, officers, directors, shareholders, employees, Mortgagee(s) (adefined in Article 25) In addition to and agents (including the payment manager of expenses pursuant to Section 9.02the Property) (collectively, the Borrower agrees to indemnify“Landlord Parties”) harmless from, pay and hold harmless the Administrative Agent (indemnify and any sub-agent thereof)defend such parties against, the Arrangersall liabilities, each Lender obligations, damages, penalties, claims, actions, costs, charges and each Related Party of expenses, including reasonable attorneys’ fees and other professional fees that may be imposed upon, incurred by or asserted against any of such indemnified parties (each a “Claim” and collectively “Claims”) that arise out of Tenant’s possession, use, maintenance or repair of the foregoing (eachPremises or any act or omission of Tenant or any of Tenant’s employees, an “Indemnitee”)agents and invitees in the Premises or on the Property, from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities except to the extent such Indemnified Liabilities arise from (x) caused by the gross negligence or willful misconduct of such Indemnitee, a Landlord Party. Provided Landlord Parties are properly named as additional insureds in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as policies required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into accountcarried under this Lease, among other relevant mattersand except as otherwise expressly provided in this Lease, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless indemnity set forth in this paragraph may the preceding sentence shall be unenforceable in whole limited to the greater of (A) $5,000,000, and (B) the aggregate amount of general/umbrella liability insurance actually carried by Tenant. Subject to Articles 9.B, 15 and 20, Landlord shall hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, shareholders, employees and agents (collectively, “Tenant Parties”) harmless from, and indemnify and defend such parties against, all Claims that arise out of or in part because they are violative of connection with any law damage or public policyinjury occurring in or on the Property (excluding the Premises), the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law except to the payment and satisfaction extent caused by the gross negligence or willful misconduct of all Indemnified Liabilities incurred a Tenant Party, to the same extent the Tenant Parties would have been covered had they been named as additional insureds on the commercial general liability insurance policy required to be carried by Indemnitees or any of them. All amounts due Landlord under this paragraph Lease. The indemnity set forth in the preceding sentence shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect limited to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthe amount of $5,000,000.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay 22.1 The Subscriber will indemnify and hold harmless the Administrative Agent (Issuer and, where applicable, its directors, officers, employees, agents, advisors and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”)shareholders, from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemniteeloss, in each caseliability, as determined by a finalclaim, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder damage and expense whatsoever (including, for the avoidance of doubtbut not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Agreement, the Questionnaires, as applicable, or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect or any breach or failure by such Indemnitee the Subscriber to comply with its obligation any covenant or agreement made by the Subscriber to fund any portion the Issuer in connection therewith. EXHIBIT A CANADIAN INVESTOR QUESTIONNAIRE (ALBERTA, BRITISH COLUMBIA, MANITOBA, NEWFOUNDLAND AND LABRADOR, NEW BRUNSWICK, NOVA SCOTIA, ONTARIO, XXXXXX XXXXXX ISLAND, QUEBEC, AND SASKATCHEWAN) TO: APPCOIN INNOVATIONS INC. (the “Issuer”) RE: Purchase of its Loans as required herebyConvertible Note (the “Note”) of the Issuer Capitalized terms used in this Canadian Questionnaire (this “Questionnaire”) and not specifically defined have the meaning ascribed to them in the Private Placement Subscription Agreement between the Subscriber and the Issuer to which this Exhibit A is attached. In connection with the purchase by the Subscriber (being the undersigned, or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment undersigned is purchasing the Note as agent on behalf of a court disclosed beneficial Subscriber, such beneficial Subscriber, will be referred herein as the “Subscriber”) of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant mattersNote, the likelihood of non-monetary injury Subscriber hereby represents, warrants and certifies to each Indemnitee). To the extent Issuer that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.Subscriber:

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to Tenant shall indemnify, pay protect, defend (by counsel reasonably acceptable to Landlord) and hold harmless the Administrative Agent (Landlord and any sub-agent thereof)its partners, the Arrangersdirectors, each Lender officers, employees, shareholders, lenders, agents, contractors and each Related Party of any of the foregoing their successors and assigns (eachcollectively, an “Indemnitee”), "Landlord Indemnities") from and against any and all Indemnified Liabilities; provided that claims, judgments, causes of action, damages, penalties, costs, liabilities, and expenses, including all costs, attorneys' fees, expenses and liabilities incurred in the Borrower shall have no obligation to defense of any Indemnitee under this paragraph such claim or any action or proceeding brought thereon (collectively, "Claims"), arising at any time during or after the Term as a result (directly or indirectly) of or in connection with respect to (i) any Indemnified Liabilities default in the performance of any obligation on Tenant's part to be performed under the extent such Indemnified Liabilities arise from terms of this Lease, or (xii) Tenant's use of the Premises, the conduct of Tenant's business or any activity, work or things done, permitted or suffered by Tenant in or about the Premises, the Building, the Common Area or other portions of the Project, except for claims caused solely by Landlord's gross negligence or willful misconduct (such excluded Claims shall be referred to herein as "Landlord Caused Claims"), but specifically including Landlord's negligence (other than gross negligence). The obligations of such Indemnitee, in each case, as determined by a final, non-appealable judgment Tenant under this Section 8.4 shall survive the termination of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement this Lease with respect to any claims or liability arising prior to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not termination. Landlord hereby agrees to be unreasonably withheld or delayed taking into accountprotect, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay defend and indemnify and hold harmless Tenant and Tenant's partners, officers, directors, shareholders, agents and employees (collectively, "Tenant Indemnitees") against and save the Tenant Indemnified Parties harmless from any such Landlord Caused Claims, but only to the extent the Landlord Caused Claims have not otherwise been waived by Tenant pursuant to Section 8.5 below, and are not covered by Tenant's insurance maintained pursuant to this Section 8 (and would not have been covered by such insurance had Tenant obtained the same as required in this Section 8). Notwithstanding anything to the contrary contained in this Lease, including the indemnities set forth in this paragraph may Section 8.4, nothing in this Lease (including this Section 8) shall impose any obligations on Tenant or Landlord to be unenforceable responsible or liable for, and each hereby releases the other from, all liability for consequential damages, including, without limitation, in whole the case of Tenant, any claim relating to any interruption of or in part because they are violative interference with the conduct of Tenant's business. If any law action or public policyproceeding is brought against the indemnified party for any Claim against which the indemnifying party is obligated to indemnify the indemnified party hereunder, the Borrower indemnifying party upon notice from the indemnified party shall contribute defend such action or proceeding at the maximum portion that it is permitted to pay and satisfy under applicable law indemnifying party's sole expense by counsel reasonably acceptable to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified party.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to The Parties shall jointly and severally indemnify, pay defend and hold save harmless the Administrative Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, attorneys, accountants, experts, agents and employees (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemniteeindemnitees”), ) from and against any and all Indemnified Liabilities; provided that losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including, without limitation, the Borrower shall have no obligation to reasonable fees and expenses of outside counsel and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively “Losses”) arising out of or in connection with (a) the Escrow Agent’s execution and performance of this Agreement, tax reporting or withholding, the enforcement of any Indemnitee rights or remedies under or in connection with this paragraph with respect to (i) Agreement, or as may arise by reason of any Indemnified Liabilities act, omission or error of the indemnitee, except in the case of any indemnitee to the extent that such Indemnified Liabilities arise from (x) Losses are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of such Indemniteeindemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (yb) a claim brought by its following any instructions or other directions, whether joint or singular, from the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (includingParties, for the avoidance of doubt, any failure by such Indemnitee except to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that its following any such instruction or direction is expressly forbidden by the undertakings terms hereof. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Agreement. The Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to indemnify, pay charge against and hold harmless set forth withdraw from the Escrow for its own account or for the account of an indemnitee any amounts finally determined to be due to the Escrow Agent or to an indemnitee under this Section 9. The obligations contained in this paragraph may be unenforceable in whole Section 9 shall survive the termination of this Agreement and the resignation, replacement or in part because they are violative removal of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimEscrow Agent.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to Tenant shall indemnify, pay defend and hold Landlord, Arden Realty, Inc., Arden Realty Limited Partnership, their subsidiaries, partners, affiliates and their respective officers, directors, employees and contractors (collectively, "LANDLORD PARTIES") harmless the Administrative Agent (from any and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any all claims arising from Tenant's use of the foregoing (eachPremises or the Projector from the conduct of its business or from any activity, an “Indemnitee”)work or thing which may be permitted or suffered by Tenant in or about the Premises or the Project and shall further indemnify, defend and hold Landlord and the Landlord Parties harmless from and against any and all Indemnified Liabilities; provided that claims arising from any breach or default in the Borrower performance of any obligation on Tenant's part to be performed under this Lease or arising from any negligence or willful misconduct of Tenant or any of its agents, contractors, employees or invitees, patrons, customers or members in or about the Project and from any and all costs, attorneys' fees and costs, expenses and liabilities incurred in the defense of any claim or any action or proceeding brought thereon, including negotiations in connection therewith. However, notwithstanding the foregoing, Tenant shall have no obligation not be required to indemnify and/or hold Landlord harmless from any loss, cost, liability, damage or expense, including, but not limited to, penalties, fines, attorneys' fees or costs (collectively, "CLAIMS"), to any Indemnitee under person, property or entity to the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors, or employees (except for damage to the Tenant Improvements and Tenant's personal property, fixtures, furniture and equipment in the Premises in which case Tenant shall be responsible to the extent Tenant is required to obtain the requisite insurance coverage pursuant to this paragraph with respect Lease). Landlord hereby indemnifies Tenant and holds Tenant harmless from any Claims to (i) the extent resulting from the negligence or willful misconduct of Landlord or its agents, contractors or employees; provided, however, that because Landlord maintains insurance on the Project and Tenant compensates Landlord for such insurance as part of Tenant's Proportionate Share of Direct Costs and because of the existence of waivers of subrogation set forth in Article 14 of this Lease, Landlord hereby indemnifies and holds Tenant harmless from any Indemnified Liabilities Claims to any property outside of the Premises to the extent such Indemnified Liabilities arise Claim is covered by such insurance, even if resulting from (x) the negligent acts, omissions, or willful misconduct of Tenant or those of its agents, contractors, or employees. Similarly, since Tenant must carry insurance pursuant to Article 14 to cover its personal property within the Premises and the Tenant Improvements, Tenant hereby indemnifies and holds Landlord harmless from any Claim to any property within the Premises, to the extent such Claim is covered by such insurance, even if resulting from the negligent acts, omissions or willful misconduct of Landlord or those of its agents, contractors, or employees. Tenant hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause, and Tenant hereby waives all claims in respect thereof against Landlord and the Landlord Parties, excepting where the damage is caused solely by the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment Landlord or of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimLandlord Parties.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay indemnify and hold harmless the Administrative Agent Banks and their respective officers, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and any sub-agent thereof)collectively, the Arrangers"Indemnified Parties") from and against any loss, each Lender cost, liability, damage or expense (including the reasonable fees and each Related Party out-of-pocket expenses of counsel to the Banks, including all local counsel hired by such counsel) ("Claim") incurred by the Banks in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of Borrower or its agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of the foregoing (eacharises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or liabilities of Borrower to the Banks hereunder or at common law or otherwise, an “Indemnitee”)and shall survive any termination of this Agreement, from the expiration of the Revolving Loans and against any the payment of all indebtedness of Borrower to the Banks hereunder and all Indemnified Liabilities; under the Notes, provided that the Borrower shall have no obligation to any Indemnitee under this paragraph Section to the Bank with respect to (i) any Indemnified Liabilities to of the extent such Indemnified Liabilities arise from (x) foregoing arising out of the gross negligence or willful misconduct of any Indemnified Party. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify Borrower of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or Claim (y) a claim brought by but failure to do so shall not affect the Borrower or any Subsidiary indemnification herein made except to the extent of the actual harm caused by such failure). The Indemnified Party shall have the right to employ, at Borrower's expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. Borrower against may at its own expense also participate in the defense of any Indemnitee for material breach of Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to the extent such Indemnitee’s express obligations hereunder (including, Indemnified Party believes it reasonably prudent to protect such Indemnified Party. The parties intend for the avoidance provisions of doubt, this Section to apply to and protect each Indemnified Party from the consequences of any failure by such Indemnitee liability including strict liability imposed or threatened to comply with its obligation to fund any portion be imposed on Agent as well as from the consequences of its Loans as required hereby) own ordinary negligence, whether or under any other Credit Documentnot that negligence is the sole, if the Borrower contributing, or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative concurring cause of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimClaim.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to Tenant shall indemnify, pay protect, defend and save and hold Landlord, Landlord’s Agents (the “Indemnified Parties”) harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that losses, costs, liabilities, claims, judgments, liens, damages (including consequential damages) and expenses, including, without limitation, reasonable attorneys’ fees and costs, and reasonable investigation costs, incurred in connection with or arising from: (a) any default by Tenant in the Borrower shall have no obligation observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to any Indemnitee be observed or performed, including Tenants obligations under this paragraph Article 6 with respect to the Ground Lease, (ib) the use or occupancy or manner of use or occupancy of the Premises, the Building and the Property by Tenant and Tenant’s Agents or any Indemnified Liabilities person claiming under Tenant, (c) the condition of the Premises, and any occurrence on the Premises, the Building or the Property from any cause whatsoever, except to the extent such Indemnified Liabilities arise from (x) caused by the gross negligence or willful misconduct of the Indemnified Parties, and (d) any negligence of Tenant or of Tenant’s Agents, in, on or about the Premises, the Building or the Common Area. In case any action or proceeding be brought, made or initiated against the Indemnified Parties relating to any matter covered by Tenant’s indemnification obligations under this Section or under Section 13.4, Tenant, upon notice from the Landlord, shall at its sole cost and expense, resist or defend such Indemniteeclaim, in each case, as determined action or proceeding by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought counsel approved by the Borrower or Indemnified Parties. Notwithstanding the foregoing, to the extent any Subsidiary Indemnified Party reasonably believes a conflict of interest exists between such Indemnified Party and any other Indemnified Party, each of the Borrower against Indemnified Parties may retain its own counsel to defend or assist in defending any Indemnitee for material breach claim, action or proceeding, and Tenant shall pay the reasonable fees and disbursements of such Indemniteecounsel. Tenant’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph Section shall survive the expiration or earlier termination of this Lease. Each of the Indemnified Parties is an intended third-party beneficiary of this Section 14.1 and shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect entitled to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimenforce the provisions hereof.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower Tenant hereby agrees to indemnify, pay defend and hold harmless Landlord and its employees, members, officers, managers, partners, agents, property managers, contractors, lenders and ground lessors (said persons and entities are hereinafter collectively referred to as the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “IndemniteeIndemnified Parties”), ) from and against any and all liability, loss, cost, damage, claims, loss of rents, liens, judgments, penalties, fines, settlement costs, investigation costs, the cost of consultants and experts, attorney’s fees, court costs and other legal expenses, the effects of environmental contamination, the cost of environmental testing, the removal, remediation and/or abatement of Hazardous Substances, insurance policy deductibles and other expenses (hereinafter collectively referred to as “Damages”) arising out of or related to an “Indemnified LiabilitiesMatter” (as defined below). For purposes of this Section 21, an “Indemnified Matter” shall mean any matter for which one or more of the Indemnified Parties incurs liability or Damages if and to the extent the liability or Damages arise out of or involve, directly or indirectly, Tenant’s or its employees’, agents’, contractors’, invitees’, vendors’, subtenants’ or other persons working in or visiting the Premises (all of said persons or entities are hereinafter collectively referred to as “Tenant Parties”) use or occupancy of the Premises or the Project, any act or omission of a Tenant Party; provided that Tenant’s breach of or non-compliance with, any of the Borrower provisions of this Lease, the existence, receipt, release, storage, use or disposal of any Hazardous Substance (as defined in Section 23 below) brought on or to the Project by a Tenant Party; or any other matters for which Tenant has agreed to indemnify Landlord pursuant to any other provision of this Lease. Tenant’s obligations hereunder shall include, but shall not be limited to compensating the Indemnified Parties for Damages arising out of Indemnified Matters within ten (10) days after written demand from an Indemnified Party and providing a defense, with counsel reasonably satisfactory to the Indemnified Party, at Tenant’s sole expense, within ten (10) days after written demand from the Indemnified Party, of any claims, action or proceeding arising out of or relating to an Indemnified Matter whether or not litigated or reduced to judgment and whether or not well founded. Landlord shall have no obligation the immediate and unconditional right, but not the obligation, without notice or demand to Tenant, to pay the Damages and Tenant shall, upon ten (10) days advance written notice from Landlord, reimburse Landlord for the costs incurred by Landlord for any Damages to the Common Areas, another tenant’s premises or to any Indemnitee other part of the Project to be repaired, arising out of an Indemnified Matter. The Indemnified Parties need not first pay any Damages to be indemnified hereunder. Tenant’s obligations under this paragraph section shall not be released, reduced or otherwise limited because one or more of the Indemnified Parties are or may be actively or passively negligent with respect to (i) any an Indemnified Liabilities Matter. This indemnity is intended to apply to the fullest extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined permitted by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemniteeapplicable law. Tenant’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph section shall be payable promptly survive the expiration or termination of this Lease unless specifically waived in writing by Landlord after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsaid expiration or termination.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay The Company shall indemnify and hold harmless Subscriber (to the Administrative Agent (and any sub-agent thereofextent a seller under the Registration Statement), the Arrangersofficers, directors, agents and employees of Subscriber, each Lender person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each Related Party affiliate of any Subscriber (within the meaning of Rule 405 under the foregoing (eachSecurities Act), an “Indemnitee”)to the fullest extent permitted by applicable law, from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etcliabilities, costs (including, without limitation, reasonable and documented attorneys’ fees of one law firm) and expenses (collectively, “Losses”) caused by any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or preliminary prospectus or in any amendment or supplement thereto, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, preliminary prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information furnished in writing to the Company by or on behalf of Subscriber expressly for use therein, or a material fact that Subscriber has omitted from such information. The Company shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 8 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any non-Tax claiminvestigation made by or on behalf of an indemnified party and shall survive the transfer of the Subscribed Shares by Subscriber. Notwithstanding the forgoing, the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Indemnity. EACH BORROWER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS (aAS HEREIN DEFINED) In addition THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE BY ANY PERSON OTHER THAN ANOTHER INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE; provided however, that in no event shall any party to the payment of expenses pursuant a Loan Document have any obligation thereunder to Section 9.02, the Borrower agrees to indemnify, pay and indemnify or hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities a Claim to the extent that such Indemnified Liabilities arise from Claim (x) the gross negligence or willful misconduct of such Indemnitee, is determined in each case, as determined by a final, non-appealable judgment of by a court of competent jurisdiction to result from the gross negligence, bad faith or willful misconduct of such Indemnitee or such Indemnitee’s affiliates and its and their respective officers, directors, employees, advisors and agents; (y) a claim arises out of, or in connection with, any Claim, litigation, investigation or proceeding that does not involve an act or omission by the Borrowers or any of its or their respective affiliates and that is brought by the Borrower any such indemnified person against any other indemnified person (other than an Indemnitee acting in its capacity as agent, arranger or any Subsidiary of other similar role in connection with the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on unless such claim or would otherwise be excluded pursuant to clause (iix) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee above) and (z) settlements effected without the BorrowerBorrower Agent’s prior written consent (such consent not to be unreasonably withheld or delayed taking into accountdelayed), among but no consent of Borrowers shall be required if an Event of Default has occurred and is continuing, provided that, Borrowers shall have no obligation to reimburse any Indemnitee for fees and expenses unless such Indemnitee provides an undertaking in which such Indemnitee agrees to refund and return any and all amounts paid by Borrowers to such Indemnitee to the extent any of the foregoing items in clause (x) through (z) above occurs. The foregoing shall be limited, in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of one counsel to the indemnified persons taken as a whole and if necessary, one local counsel in any relevant mattersjurisdiction (and, in the case of a conflict of interest, one additional counsel to the affected indemnified persons, taken as a whole, and if reasonably necessary, one local counsel in any relevant jurisdiction), in each case, excluding allocated costs of in-house counsel, arising out of or relating to this Agreement, the likelihood Borrowers’ use or proposed use of non-monetary injury to each Indemnitee). To proceeds of the extent that Loans or the undertakings to indemnify, pay commitments and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.transactions connected therewith

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower Mortgagor hereby agrees to indemnify, pay defend, protect and hold harmless the Administrative Agent (Mortgagee and any sub-agent thereof)its employees, the Arrangers, each Lender officers and each Related Party of any of the foregoing (each, an “Indemnitee”), agents from and against any and all Indemnified Liabilities; provided that liabilities, claims and obligations which may be incurred, asserted or imposed upon them or any of them as a result of or in connection with any use, operation, or lease of any of the Borrower shall have no obligation Land and Property, or any part thereof, or as a result of Mortgagee seeking to obtain performance of any Indemnitee under this paragraph of the obligations due with respect to the Land and Property; provided, however, the foregoing indemnity shall not extend to such liabilities, claims or obligations as result from the fraud, gross negligence or intentional misconduct of Mortgagee, its employees, officers or agents or which arise as a result of acts or omissions that occur after a foreclosure or deed in lieu of foreclosure. In case Mortgagee shall have proceeded to enforce any right, power or remedy under this Mortgage by foreclosure, entry or otherwise or in the event Mortgagee commences advertising of an intended foreclosure sale in connection with a foreclosure judgment, and such proceeding or advertisement shall have been withdrawn, discontinued or abandoned for any reason, then in every such case (i) any Indemnified Liabilities Mortgagor and Mortgagee shall be restored to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemniteetheir former positions and rights, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect all rights, powers and remedies of Mortgagee shall continue as if no such proceeding had been taken, (iii) each and every Event of Default declared or occurring prior or subsequent to such Indemnified Liabilities which is entered into withdrawal, discontinuance or abandonment shall be deemed to be a continuing Event of Default, and (iv) neither this Mortgage, nor the Waterpark Lease, nor the Guaranty, nor the Obligations, nor any other Security Document shall be or shall be deemed to have been reinstated or otherwise affected by such Indemnitee without withdrawal, discontinuance or abandonment; and Mortgagor hereby expressly waives the Borrower’s written consent (such consent not benefit of any statute or rule of law now provided, or which may hereafter be provided, which would produce a result contrary to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under conflict with this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsentence.

Indemnity. Writer hereby indemnifies, saves and holds Publisher, its successors and assigns, harmless from any and all liability, claims, demands, loss and damage (aincluding counsel fees and court costs) In addition to the payment arising out of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and or connected with any sub-agent thereof), the Arrangers, each Lender and each Related Party of claim or action by a third party which is inconsistent with any of the foregoing (eachwarranties, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under representations or agreements made by Writer in this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, Agreement which results in each case, as determined by a final, final non-appealable judgment of by a court of competent jurisdiction jurisdiction, and Writer shall reimburse Publisher, on demand, for any loss, cost, expense or (y) a damage to which said indemnity applies. Publisher shall give Writer prompt written notice of any claim brought or action covered by said indemnity, and Writer shall have the Borrower right, at Writer’s expense, to participate in the defense of any such claim or action with counsel of Writer’s choice. Pending the disposition of any Subsidiary of such claim or action, Publisher shall have the Borrower against any Indemnitee for material breach right to withhold payment of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) any monies which may be payable by Publisher to Writer under this Agreement or under any other Credit Document, if agreement between Writer and Publisher or its affiliates as shall be reasonably related to the Borrower amount of the claim and estimated outside counsel fees and costs. If Publisher shall settle or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on compromise any such claim or action, the foregoing indemnity shall cover only that portion (iiif any) of the settlement or compromise which shall have been approved in writing by Writer, and Writer hereby agrees not unreasonably to withhold any such approval. Notwithstanding the foregoing, if Writer shall withhold approval of any settlement with respect or compromise which Publisher is willing to make upon advice of counsel and in its best business judgment, Writer shall thereupon deliver to Publisher an indemnity or surety bond, in form satisfactory to Publisher, which shall cover the amount of the claim and estimated outside counsel fees and costs, and if Writer shall fail to deliver such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent bond within ten (such consent not to be unreasonably withheld or delayed taking into account10) business days, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph Writer shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect deemed to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimhave approved of said settlement or compromise.

Indemnity. (a) In addition to Further, by the payment of expenses pursuant to Section 9.02execution hereof, the Borrower and each Subsidiary Borrower agrees to indemnify, pay indemnify and hold harmless the Administrative Agent (and any sub-agent thereof)the Lenders and the Issuing Lenders and their respective directors, the Arrangersofficers, each Lender employees and each Related Party of any of the foregoing agents (each, an “IndemniteeIndemnified Party”), ) from and against any and all expenses (including reasonable and documented fees and disbursements of counsel), losses, claims, damages and liabilities arising out of any claim, litigation, investigation or proceeding (regardless of whether any such Indemnified Liabilities; provided that the Borrower shall have no obligation to Party is a party thereto) in any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities way relating to the extent such Indemnified Liabilities arise transactions contemplated hereby or the use or proposed use of the proceeds, but excluding therefrom all expenses, losses, claims, damages, and liabilities arising out of or resulting from (x) the gross negligence or willful misconduct of the Indemnified Party seeking indemnification or any of its Related Parties, provided, however, neither the Borrower nor any Subsidiary Borrower shall be liable for the fees and expenses of more than one separate firm for all such IndemniteeIndemnified Parties (unless there shall exist an actual conflict of interest among such Indemnified Parties, and in each such case, as determined by a finalnot more than two separate firms) in connection with any one such action or any separate but substantially similar or related actions in the same jurisdiction, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by nor shall the Borrower or any Subsidiary of the Borrower against any Indemnitee be liable for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee of any proceeding effected without the Borrower’s or such Subsidiary Borrower’s written consent (such consent consent, and provided further, however, that this Section 10.5 shall not be construed to be unreasonably withheld or delayed taking into account, among other relevant matters, expand the likelihood scope of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative reimbursement obligations of any law or public policy, the Borrower shall contribute and any Subsidiary Borrower specified in Section 10.4. The obligations of the maximum portion that it is permitted to pay Borrower and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due Subsidiary Borrower under this paragraph Section 10.5 shall survive the termination of this Agreement and/or payment of the Loans and/or the expiration of the Letters of Credit. No Indemnified Party shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply liable for any special, indirect, consequential or punitive damages in connection with respect its activities relating to Taxes this Agreement and the other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimFundamental Documents.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to Tenant shall indemnify, pay defend (by counsel reasonably acceptable to Landlord), protect and hold harmless the Administrative Agent Landlord and Landlord’s trustees, directors, officers, agents, employees, contractors, representatives, property managers, students and volunteers and their respective successors and assigns (and any sub-agent thereof)collectively, the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “IndemniteeLandlord’s Agents”), free and harmless from and against any and all Indemnified Liabilitiesclaims, liabilities, penalties, forfeitures, losses or expenses (including reasonable attorneys’ and consultants’ fees and oversight and response costs) to the extent arising from (a) Environmental Activity by Tenant or Tenant’s Agents; provided that the Borrower shall have no obligation or (b) failure of Tenant or Tenant’s Agents to comply with any Indemnitee under this paragraph Environmental Law with respect to Tenant’s Environmental Activity; or (ic) Tenant’s failure to remove Tenant’s Hazardous Materials as required in Section 12.4 or attain full facility closure at the end of the Term as required pursuant to Section 12.10 below. Tenant’s obligations hereunder shall include, but not be limited to, the burden and expense of defending all claims, suits and administrative proceedings (with counsel reasonably approved by Landlord), even if such claims, suits or proceedings are groundless, false or fraudulent; conducting all negotiations of any Indemnified Liabilities description; and promptly paying and discharging when due any and all judgments, penalties, fines or other sums due against or from Landlord or the Premises. Prior to retaining counsel to defend such claims, suits or proceedings, Tenant shall obtain Landlord’s written approval of the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct identity of such Indemniteecounsel, which approval shall not be unreasonably withheld, conditioned or delayed, in each casethe event Tenant’s failure to surrender the Premises at the expiration or earlier termination of this Lease free of Tenant’s Hazardous Materials prevents Landlord from reletting the Premises, as determined by a final, non-appealable judgment or reduces the fair market and/or rental value of a court of competent jurisdiction or (y) a claim brought by the Borrower Premises or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemniteeportion thereof, Tenant’s express indemnity obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee shall include all losses to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. Landlord arising from any non-Tax claimtherefrom.

Indemnity. Each party (athe "Indemnifying Party") In addition to shall indemnify the payment of expenses pursuant to Section 9.02, other party (the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and "Indemnified Party") against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which the Indemnified Liabilities; provided that the Borrower shall have no obligation to Party may incur as a result of claims in any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from form by third parties arising from: (x) the gross negligence Indemnifying Party's acts, omissions or willful misconduct misrepresentations to the extent that the Indemnifying Party is deemed an agent of such Indemniteethe Indemnified Party, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) the Indemnifying Party's breach of its privacy policy. In addition, theglobe shall indemnify Music HQ against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which Music HQ may incur as a claim brought result of claims in any form by third parties arising from theglobe Materials or theglobe Marks. In addition, Music HQ shall indemnify theglobe against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which theglobe may incur as a result of claims in any form by third parties arising from Music HQ Banners (excluding theglobe Marks if applicable), Music HQ Content, Music HQ Marks, any goods or services offered or sold from the Borrower Music HQ Pages, Music HQ's affiliate program or any Subsidiary Music HQ's breach of Section 11.1. The foregoing obligations are conditioned on the Indemnified Party: (i) giving the Indemnifying Party written notice of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (includingrelevant claim, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) cooperating with the Indemnifying Party, at the Indemnifying Party's expense, in the defense of such claim, and (iii) giving the Indemnifying Party the right to control the defense and settlement of any such claim, except that the Indemnifying Party shall not enter into any settlement with respect to such that affects the Indemnified Liabilities which is entered into by such Indemnitee Party's rights or interest without the Borrower’s Indemnified Party's prior written consent (such consent not approval. The Indemnified Party shall have the right to be unreasonably withheld or delayed taking into account, among other relevant matters, participate in the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimdefense at its expense.

Indemnity. The Successor Agency hereby assumes liability for, and hereby agrees (awhether or not any of the transactions contemplated hereby are consummated) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay protect, save and hold keep harmless the Administrative Agent (Escrow Bank and any sub-agent thereof)its respective successors, the Arrangersassigns, each Lender agents, employees and each Related Party of any of the foregoing (each, an “Indemnitee”)servants, from and against any and all Indemnified Liabilitiesliabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Bank at any time (whether or not also indemnified against the same by the Successor Agency or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds deposited therein, the retention of the funds and any payment, transfer or other application of moneys by the Escrow Bank in accordance with the provisions of this Agreement; provided provided, however, that the Borrower Successor Agency shall have no obligation not be required to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to indemnify the extent such Indemnified Liabilities arise from (x) Escrow Bank against the gross Escrow Bank’s own negligence or willful misconduct or the negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction the Escrow Bank’s respective employees or (y) a claim brought the willful breach by the Borrower or any Subsidiary Escrow Bank of the Borrower against terms of this Agreement. In no event shall the Successor Agency or the Escrow Bank be liable to any Indemnitee for material breach person by reason of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any transactions contemplated hereby other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury than to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless other as set forth in this paragraph may be unenforceable Section. The indemnities contained in whole this Section shall survive the termination of this Agreement and the resignation or in part because they are violative removal of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimEscrow Bank.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02Borrower shall pay, the Borrower agrees to indemnify, pay defend and hold the Indemnified Parties harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all losses, claims, demands, suits, actions, investigations, proceedings, and damages, and all reasonable attorneys' fees and disbursements and other costs and expenses actually incurred in connection therewith (as and when they are incurred and irrespective of whether suit is brought), which are asserted against, imposed upon or incurred by any of them (a) in connection with or as a result of or related to the Project or the execution, delivery, enforcement, performance, or administration of this Agreement or the transactions contemplated hereby or thereby, and (b) with respect to any investigation, litigation, or proceeding related to the Project or this Agreement or any Loan Document (irrespective of whether any Indemnified Party is a party thereto), or any act, omission, event, or circumstance in any manner related thereto (all the foregoing, collectively, the "Indemnified Liabilities; provided that "). The foregoing to the contrary notwithstanding, Borrower shall have no obligation to any Indemnitee Indemnified Party under this paragraph with respect to (i) any Indemnified Liabilities Liability that a court of competent jurisdiction finally determines to the extent such Indemnified Liabilities arise have resulted from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or Indemnified Party. If any Subsidiary of the Borrower against Indemnified Party makes any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee payment to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement Indemnified Party with respect to an Indemnified Liability as to which Borrower was required to indemnify the Indemnified Party receiving such payment, the Indemnified Liabilities which Party making such payment is entered into by such Indemnitee without the Borrower’s written consent (such consent not entitled to be unreasonably withheld or delayed taking into account, among other relevant matters, indemnified and reimbursed by Borrower with respect thereto. Lender may notify Borrower of the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative progress of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply claims with respect to Taxes Indemnified Liabilities pursuant to this Section 7.11 and Borrower shall be entitled, at its own cost and expense, to participate in the defense of any third party claim for which it may owe the Lender an indemnity, pursuant to this Section 7.11, it being understood that the Lender shall control such defense. The obligations of Borrower in this Section 7.11 shall survive the termination of this Agreement and the discharge of Borrower's other than any Taxes that represent losses, claims, damages, etcobligations under this Agreement. arising from any non-Tax claimThe provisions of this Section 7.11 shall not he applicable to claims made by third parties in the event Lender acquires an equity interest in Borrower.

Indemnity. (a) In addition Subject to the payment provisions of expenses pursuant to this Section 9.023.4, the Borrower agrees to indemnify, pay Company will indemnify and hold harmless the Administrative Agent Investor and its directors, officers, stockholders, employees and agents (and any sub-agent thereof)other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) (each, the Arrangersa “Indemnified Party”) harmless from any and all losses, each Lender liabilities, obligations, claims, contingencies, damages, costs and each Related expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Indemnified Party may suffer or incur due to a claim by a third party as a result of or relating to any breach of any of the foregoing (eachrepresentations, an “Indemnitee”)warranties, from and covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Indemnified Party in respect of which indemnity may be sought pursuant to this Agreement, such Indemnified Party shall promptly notify the Company in writing, and all Indemnified Liabilities; provided that the Borrower Company shall have no obligation the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnified Party. Any Indemnified Party shall have the right to employ separate counsel in any Indemnitee under this paragraph with respect such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Indemnified Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or Party under this Agreement (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such by a Indemnified Liabilities which is entered into by such Indemnitee Party effected without the BorrowerCompany’s prior written consent (such consent consent, which shall not to be unreasonably withheld or delayed taking into accountdelayed; or (z) to the extent, among other relevant matters, the likelihood of non-monetary injury but only to each Indemnitee). To the extent that a loss, claim, damage or liability is attributable to any Indemnified Party’s breach of any of the undertakings to indemnifyrepresentations, pay and hold harmless set forth warranties, covenants or agreements made by such Indemnified Party in this paragraph may be unenforceable in whole Agreement. The Company will have the exclusive right to settle any claim or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.proceeding,

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.029.2 (Expenses), whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangersharmless, each Agent, each Issuing Bank and Lender and each Related Party of any of the foregoing their and their Affiliates’ respective officers, partners, members, directors, trustees, advisors, employees, attorneys, agents, sub-agents, affiliates, administrators, managers, representatives and controlling Persons (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower shall not have no any obligation to any Indemnitee under this paragraph hereunder with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the such Indemnitee’s gross negligence or willful misconduct misconduct, or material breach of such Indemnitee’s express obligations hereunder, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee)jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this paragraph Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be If for any reason the foregoing indemnification is unavailable to any Indemnitee, or insufficient to hold it harmless, then Borrower will contribute to the amount paid or payable promptly after written demand therefor. This Section 9.03(aby such Indemnitee, as applicable, as a result of such Indemnified Liability in such proportion as is appropriate to reflect the relative economic interests of (i) shall not apply Borrower and its Affiliates, shareholders, partners, members or other equity holders on the one hand and (ii) such Indemnitee on the other hand with respect to Taxes the transactions under the Financing Documents, as well as the relative fault of (x) Borrower and its Affiliates, shareholders, partners, members or other than equity holders and (y) such Indemnitee with respect to such Indemnified Liability. The reimbursement, indemnity and contribution obligations of Borrower under this Section 9.3 will be in addition to any Taxes that represent liability which Borrower may otherwise have, and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of Borrower, the Indemnitees, any such Affiliate and any such Person. Notwithstanding the foregoing, Borrower shall not be required to indemnify any indemnified party for losses, claims, damagesdamages or liabilities arising solely out of disputes as between the indemnified parties that are not based on any act or omission of Borrower or any of its subsidiaries or affiliates, etc. arising from excluding any non-Tax claimdisputes against any Agent acting in such capacity.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower CSC agrees to indemnify, pay defend and hold You harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any liability, damage, loss or expense (including reasonable attorneys’ fees and all Indemnified Liabilities; provided expenses of litigation) (collectively, “Losses”) incurred by or imposed upon You in connection with any third party claim, action or proceeding (a “Claim”) that the Borrower Software as made available to You by CSC infringes any patent, copyright or trademark or misappropriates any trade secret. You agree to defend and hold CSC, its third party licensors, its affiliates and its and their directors, officers, employees and agents and its and their respective successors, heirs and assigns (the “CSC Parties”) harmless from and against any Losses incurred by or imposed upon the CSC Parties or any of them in connection with any Claim arising from or in connection with (a) any breach of this Agreement by You or (b) your Use of the Software. The Party requesting indemnification hereunder (the “Indemnified Party”) will (i) provide the Party providing indemnification hereunder (the “Indemnifying Party”) with prompt notice of any such Claim (provided, however, that failure to do so shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent of any material prejudice to the Indemnifying Party as a direct result of such failure); (ii) permit the Indemnifying Party to assume and control the defense of such action upon the Indemnifying Party’s written notice to the Indemnified Party of its intention to indemnify; and (iii) upon the Indemnifying Party’s written request, provide to the Indemnifying Party all available information and assistance reasonably necessary for the Indemnifying Party to defend such Claim. The Indemnified Party shall have the right, at its sole cost and expense, to participate in the defense and settlement of any such Claim with counsel of its choice. Notwithstanding the foregoing, CSC shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities indemnify You to the extent such Indemnified Liabilities arise that any Claim arises from (xa) Your use of the Software in contravention of this Agreement or the Documentation; (b) the gross negligence combination or willful misconduct use of such Indemniteethe Software with any other services, in each casetechnology, as determined content or material that were not provided by CSC; (c) the modification of the Software by anyone other than CSC; or (d) Your use of the Software after You reasonably could have implemented a final, non-appealable judgment of a court of competent jurisdiction or (yinfringing alternative pursuant to Section 12(B)(i) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. Each of Company and Transferor (ain such capacity, "Indemnitor") In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay indemnify and hold the other party (in such capacity, "Indemnitee") harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any loss, cost, liability, damage or expense including, without limitation, reasonable attorneys' fees and costs in all Indemnified Liabilities; provided that the Borrower shall have no obligation to trial and appellate proceedings ("Losses") incurred in connection with any Indemnitee under this paragraph with respect to claim by a third party, including, without limitation, any current or former shareholder, director, officer, employee or agent of Transferor (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from a "Claim"), made, or arising out of (x) in the gross negligence case of Company (as Indemnitor), the Assumed Liabilities or willful misconduct of such Indemniteeany failure by Company for any reason to pay, in each caseperform and discharge any Assumed Liabilities, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by in the Borrower case of Transferor (as Indemnitor) the Excluded Liabilities or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by Transferor for any reason to pay, perform or discharge any Excluded Liabilities. Within not more than ten (10) days after the date upon which the Indemnitee receives a complaint filed against it or a formal written demand of it, the Indemnitee will deliver written notice (a "Claim Notice") to the Indemnitor, describing in reasonable detail the facts giving rise to such Claim and stating that the Indemnitee intends to comply with its obligation seek indemnification for such Claim from the Indemnitor pursuant to fund any portion this Agreement. The Indemnitor will have the right to settle all Claims upon terms and conditions acceptable to the Indemnitor, provided that (i) such settlement includes an unconditional release of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement Indemnitee from all liability with respect to such Indemnified Liabilities which is entered into by Claim and (ii) such Indemnitee without settlement does not involve the Borrower’s written consent (such consent not to be unreasonably withheld imposition of equitable remedies or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative imposition of any law or public policy, material obligations on the Borrower shall contribute Indemnitee other than financial obligations for which the maximum portion that it is permitted to pay and satisfy under applicable law to Indemnitee will be indemnified hereunder. Upon timely receipt of a Claim Notice from the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply Indemnitee with respect to Taxes any Claim, the Indemnitor may assume the defense thereof with counsel of the Indemnitor's choice reasonably satisfactory to the Indemnitee, and will not be required to engage more than one law firm to defend the Claim in question, provided that such counsel is reasonably approved in writing by the Indemnitee, and without regard to whether such counsel also represents Indemnitor in defending such Claim. The Indemnitee will cooperate in all reasonable respects in such defense. Subject to the foregoing duty of cooperation, the Indemnitee will have the right to employ separate counsel in any action or Claim and to participate in the defense thereof, provided that the fees and expenses of counsel employed by the Indemnitee will be at the Indemnitee's sole cost and expense, except as otherwise herein provided. If the Indemnitor does not notify the Indemnitee in writing within ten (10) days after receipt of a Claim Notice that the Indemnitor elects to undertake the defense thereof, the Indemnitee will have the right, at the expense of the Indemnitor, to defend the Claim with counsel of the Indemnitee's choice. The parties hereto acknowledge that the law firm defending a Claim may have an inherent conflict of interest where the Indemnitor and Indemnitee have not agreed upon the Indemnitee's right to indemnification. Therefore, notwithstanding any provision herein to the contrary, unless an Indemnitor has acknowledged in writing its obligation to indemnify the Indemnitee, the Indemnitor will, and will cause the law firm defending the Claim to, at all times keep the Indemnitee fully advised of the status of settlement negotiations and/or defense of the Claim, and promptly provide to the Indemnitee copies of all documents and correspondence related to the Claim. If, at any time, the Indemnitee believes in good faith that the law firm defending the Claim is not fairly representing the Indemnitee's position with respect to such Claim and/or is prejudicing the Indemnitee's rights with respect to the Claim for indemnification, the Indemnitee may, at the Indemnitor's sole expense, retain separate counsel of the Indemnitee's choice, and such separate counsel will be entitled fully to participate in the defense of such Claim on behalf of the Indemnitee. The Indemnitee will cooperate fully with the Indemnitor as to all Claims, will make available to the Indemnitor as reasonably requested all information, records and documents relating to all Claims and will preserve all such information, records and documents until final, nonappealable resolution of any Claim. The Indemnitee will also make available to the Indemnitor, as reasonably requested, its personnel (including technical), agents and other than representatives who are responsible for preparing or maintaining information, records or other documents, or who may have particular knowledge with respect to any Taxes that represent lossesClaim. The Indemnitee will also cooperate with the Indemnitor in attempting to minimize the Losses subject to indemnification by considering in good faith any request to pursue, claimsand/or assign to Indemnitor, damagesany rights of contribution or to reimbursement, etc. arising from any non-Tax claimwhether contractual or otherwise.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02Each party shall defend, the Borrower agrees to indemnify, pay indemnify and hold harmless the Administrative Agent (other party and any sub-agent thereof)such other party’s Affiliates, the Arrangersemployees, each Lender officers, directors, and each Related Party of any of the foregoing (each, an “Indemnitee”), agents from and against any liabilities, losses, damages, costs or expenses (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) resulting from or arising in connection with the breach by the indemnifying party of any of its representations, warranties, covenants or obligations contained in this Agreement. If any action, suit, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a “Proceeding”) is brought or asserted against a party for which indemnification is sought under this Agreement, the party seeking indemnification (the “Indemnified Party”) shall promptly (and in no event more than seven (7) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the “Indemnifying Party”) of such Proceeding. The failure of the Indemnified Party to so notify the Indemnifying Party shall not impair the Indemnified Party’s ability to obtain indemnification from the Indemnifying Party (but only for costs, expenses and liabilities incurred after such notice) unless such failure adversely affects the Indemnifying Party’s ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnified Party, the Indemnifying Party shall be entitled to participate in such Proceeding at its own expense. Provided no conflict of interest exists as specified in clause (ii) below and there are no other defenses available to Indemnified Party as specified in clause (iv) below, the Indemnifying Party, to the extent that it shall so desire, shall be entitled to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Party, in which case all attorney’s fees and expenses shall be borne by the Indemnifying Party (except as specified below) and the Indemnifying Party shall in good faith defend the Indemnified Liabilities; Party. After receiving written notice from the Indemnifying Party of its election to assume the defense of the Proceeding, the Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, provided that the Borrower fees and expenses of such counsel shall be borne entirely by the Indemnified Party unless (i) the Indemnifying Party expressly agrees in writing to pay such fees and expenses, (ii) there is such a conflict of interest between the Indemnifying Party and the Indemnified Party as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both parties simultaneously, (iii) the Indemnifying Party fails, within the earlier of (x) twenty (20) days following receipt of notice of the Proceeding from the Indemnified Party or (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party or (iv) there are legal defenses available to the Indemnified Party that are different from or are in addition to those available to the Indemnifying Party. In each of cases (i) through (iv), the fees and expenses of counsel shall be borne by the Indemnifying Party. No compromise or settlement of such Proceeding may be effected by either party without the other party’s consent unless there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnifying Party shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay indemnify and hold harmless set forth in this paragraph may be unenforceable in whole the Indemnified Party from any loss, expense or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities liability incurred by Indemnitees or any the Indemnified Party as a result of them. All amounts due under this paragraph shall be payable promptly a default judgment entered against the Indemnified Party unless such judgment was entered after written demand therefor. This Section 9.03(a) shall not apply with respect the Indemnifying Party agreed, in writing, to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimassume the defense of such proceeding.

Indemnity. (a) In addition To the fullest extent allowed by law, I agree to indemnify and hold Snowbasin harmless for any claims arising from my “use of Snowbasin”, falls, the operation of Snowbasin and from claims of others related to my “use of Snowbasin” even if Snowbasin was negligent. My obligations include paying all attorneys’ fees, costs, or judgments incurred by Snowbasin as a result of my obligations to indemnify or the breach of this agreement. I have read, agree, and understood the terms of this Agreement, including the other side of this form. I agree never to file a lawsuit against Snowbasin related to my “use of Snowbasin” even if Snowbasin was negligent. However, I agree that any lawsuit filed against Snowbasin shall be filed in the Third District Court in the State of Utah, or the Federal Court for the District of Utah. I agree that if any part of this Agreement is determined to be unenforceable, then all other parts shall remain in effect and be interpreted as set forth herein and that Utah law shall apply. This Agreement is binding upon my heirs and representatives. This Agreement shall be enforceable to the payment fullest extent allowed by law. This Agreement is not intended to affect the provisions of expenses pursuant Utah’s Inherent Risk of Skiing Statute § 78B-4-401 et seq. Persons under the age of 18 (“minor”) are required to Section 9.02, the Borrower agrees to indemnify, pay have an authorized parent or legal guardian (hereinafter “Parent”) read and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under sign this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee)Agreement. To the fullest extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policyallowed by law, the Borrower shall contribute Parent individually and on behalf of the maximum portion that it minor has read, understood, and expressly agrees to all of the terms of this Agreement contained on both pages. The Parent agrees and acknowledges Parent’s and minor’s express assumption of risk, release of liability, indemnity and covenants not to sue Snowbasin, including for negligence. The Parent releases all of their rights or claims against Snowbasin including wrongful death damages and agrees to indemnify Snowbasin for any other parent’s claims even if Snowbasin is permitted negligent. The Parent is solely responsible to explain and enforce all rules and to undertake all duties and responsibilities to educate, control and protect the minor(s) from all of the risks involved in skiing. The Parent agrees to pay all medical bills and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities expenses incurred by Indemnitees or the minor(s) and waives all rights of subrogation against Snowbasin. The Parent agrees to make all decisions concerning the minor’s participation, “use of Snowbasin” and involvement in any activities. Print Pass/Card Holder’s Name (Last, First) Signature (Parent if under 18) Date Address of them. All amounts due Pass/Card Holder Print Parent Name (if under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.18)

Indemnity. Each party (athe "Indemnifying Party") In addition to shall indemnify the payment of expenses pursuant to Section 9.02, other party (the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and "Indemnified Party") against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which the Indemnified Liabilities; provided that the Borrower shall have no obligation to Party may incur as a result of claims in any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from form by third parties arising from: (x) the gross negligence Indemnifying Party's acts, omissions or willful misconduct misrepresentations to the extent that the Indemnifying Party is deemed an agent of such Indemniteethe Indemnified Party, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) the Indemnifying Party's breach of its privacy policy. In addition, theglobe shall indemnify Boxlot against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which Boxlot may incur as a claim brought result of claims in any form by third parties arising from the Borrower Page Templates or theglobe Marks. In addition, Boxlot shall indemnify theglobe against any Subsidiary and all claims, losses, costs and expenses, including reasonable attorneys' fees, which theglobe may incur as a result of claims in any form by third parties arising from Boxlot Banners, Boxlot Content, Boxlot Marks, the Service (excluding the Page Templates or theglobe Marks) or Boxlot's breach of Section 12.1. The foregoing obligations are conditioned on the Indemnified Party: (i) giving the Indemnifying Party notice of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (includingrelevant claim, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) cooperating with the Indemnifying Party, at the Indemnifying Party's expense, in the defense of such claim, and (iii) giving the Indemnifying Party the right to control the defense and settlement of any such claim, except that the Indemnifying Party shall not enter into any settlement with respect to such that affects the Indemnified Liabilities which is entered into by such Indemnitee Party's rights or interest without the Borrower’s Indemnified Party's prior written consent (such consent not approval. The Indemnified Party shall have the right to be unreasonably withheld or delayed taking into account, among other relevant matters, participate in the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimdefense at its expense.

Indemnity. (a) In addition to The Lender shall pay, defend, protect, indemnify and hold the payment of expenses pursuant to Section 9.02Authorities and its directors, officers, counsel, advisors and agents, the Borrower agrees to indemnify, pay City of Tucson and hold harmless the Administrative Agent (Mayor and any sub-agent thereof), members of its City Council and agents and Pima County and the Arrangers, each Lender members of its Board of Supervisors and each Related Party of any of the foregoing agents (each, an “IndemniteeAuthority Indemnified Party”)) harmless for, from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation Liabilities directly or indirectly arising from or relating to any Indemnitee material failure on the part of the Lender to perform its services, duties and obligations under the terms and provisions of this paragraph Agreement and the Program Guidelines. Paragraph (a) above intends to provide indemnification to Authority Indemnified Party for his or her active or passive negligence or misconduct; provided, however, that nothing in Paragraph (a) above shall be deemed to provide indemnification to any Authority Indemnified Party with respect to (i) any Indemnified Liabilities to arising from the extent such Indemnified Liabilities arise from (x) the fraud, gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by Authority’s Indemnified Party. Any party entitled to indemnification hereunder shall notify the Borrower or any Subsidiary Lender of the Borrower against existence of any Indemnitee claim, demand or other matter to which the Lender’s indemnification obligation applies, and shall give the Lender a reasonable opportunity to defend the same at its own expense and with counsel satisfactory to the Authorities Indemnified Party, provided that the Authorities Indemnified Party shall at all times also have the right to participate fully in the defense. If the Authorities Indemnified Party is advised in an opinion of counsel that there may be legal defenses available to it which are different from or in addition to those available to the Lender or if the Lender shall, after receiving notice of the Lender’s indemnification obligation and within a period of time necessary to preserve any and all defenses to any claim asserted, fails to assume the defense or to employ counsel for material breach of such Indemnitee’s express obligations hereunder (includingthat purpose satisfactory to the Authorities Indemnified Party, the Authorities Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf of, for the avoidance account of doubtand at the risk of, any failure by such Indemnitee to comply with the Lender. The Lender shall be responsible for the reasonable counsel fees, costs and expenses of the Authorities Indemnified Party in conducting its obligation to fund any portion of its Loans as required hereby) or under any defense. The Indemnified Parties and the Authorities Indemnified Parties, other Credit Documentthan the Authorities, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not shall be considered to be unreasonably withheld or delayed taking into account, among other relevant matters, intended third-party beneficiaries of this Agreement and the likelihood Program Guidelines for purposes of non-monetary injury to each Indemnitee)this Section. To the extent that the undertakings to indemnify, pay and hold harmless set forth in The provisions of this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph Section shall be payable promptly after written demand therefor. This Section 9.03(a) in addition to all liability which the Lender may otherwise have and shall not apply with respect to Taxes other than survive any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimtermination of this Agreement and the Program Guidelines.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to Lessee shall indemnify, pay defend and hold keep harmless the Administrative Agent (Lessor and any sub-agent thereofAssignee (as defined in Section 17), the Arrangersand their respective members, each Lender managers, officers agents and each Related Party of any of the foregoing employees (each, an “"Indemnitee”"), from and against any and all Indemnified Liabilities; provided that Claims (other than such as may directly and proximately result from the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the actual, but not imputed, gross negligence or willful misconduct of such Indemnitee), by paying or otherwise discharging same, when and as such Claims shall become due. Lessee agrees that the indemnity provided for in this Section includes the agreement by Lessee to indemnify each Indemnitee from the consequences of its own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and to further indemnify each such Indemnitee with respect to Claims for which such Indemnitee is strictly liable. Lessor shall give Lessee prompt notice of any Claim hereby indemnified against and Lessee shall be entitled to control the defense of and/or to settle any Claim, in each case, so long as determined by a final(1) no Default or Event of Default has occurred and is then continuing, non-appealable judgment of a court of competent jurisdiction or (y2) a claim brought by the Borrower or any Subsidiary of the Borrower against any Lessee confirms, in writing, its unconditional and irrevocable commitment to indemnify each Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which Claim, (3) Lessee is entered into financially capable of satisfying its obligations under this Section, (4) Lessor approves the defense counsel selected by such Indemnitee without the Borrower’s written consent Lessee, and (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood 5) there is no reasonable risk of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees criminal liability being imposed on Lessor or any of themits Indemnitees as a result of such Claim. All amounts due The term "Claims" shall mean all claims, allegations, xxxxx, judgments, settlements, suits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for compensation, indemnification, reimbursement or otherwise), losses, penalties, fines, liabilities (including strict liability), financing or securitization losses or charges, other charges that Lessor (or any of its affiliates) has incurred or for which it is responsible, in the nature of interest, Liens, financing charges and any other costs (including attorneys' fees and disbursements and any other legal or non-legal expenses of investigation or defense of any Claim, whether or not such Claim is ultimately defeated or enforcing the rights, remedies or indemnities provided for hereunder, or otherwise available at law or equity to Lessor), of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or against any person, arising on account of (A) any Lease Document, including the performance, breach (including any Default or Event of Default) or enforcement of any of the terms thereof, or any early repayment of Lessee’s obligations under this paragraph shall the Lease Documents (whether pursuant to acceleration, liquidation or otherwise) or any early termination of the Lease, or (B) the Equipment, or any part or other contents thereof, any substance at any time contained therein or emitted therefrom, including any hazardous substances, or the premises at which the Equipment may be payable promptly after written demand therefor. This Section 9.03(alocated from time to time, or (C) shall not apply the ordering, acquisition, delivery, installation or rejection of the Equipment, the possession of any property to which it may be attached from time to time, maintenance, use, condition, ownership or operation of any item of Equipment, and by whomsoever owned, used, possessed or operated, during the term of any Schedule with respect to Taxes that item of Equipment, the existence of latent and other than defects (whether or not discoverable by Lessor or Lessee) any Taxes that represent lossesclaim in tort for negligence or strict liability, claimsand any claim for patent, damagestrademark or copyright infringement, etcor the loss, damage, destruction, theft, removal, return, surrender, sale or other disposition of the Equipment, or any item thereof, including Claims involving or alleging environmental damage, or any criminal or terrorist act, or for whatever other reason whatsoever. arising from If any non-Tax claimClaim is made against Lessee or an Indemnitee, the party receiving notice of such Claim shall promptly notify the other, but the failure of the party receiving notice to so notify the other shall not relieve Lessee of any obligation hereunder.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02--------- subsection 10.1, whether or not the transactions contemplated hereby shall be --------------- consummated, Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any holder of the foregoing Notes and the officers, directors, employees, agents, consultants, auditors, persons engaged by Agent or any Lender and any holder of the Revolving Note[s] to evaluate or monitor the Collateral, affiliates and attorneys of Agent, Lender and such holders (each, an “Indemnitee”), collectively called the "Indemnitees") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents, the consummation of the transactions contemplated by this Agreement, the statements contained in the commitment letters, if any, delivered by Agent or any Lender, Agent's and each Lender's agreement to make the Loans hereunder, the use or intended use of the proceeds of any of the Loans or the exercise of any right or remedy hereunder or under the other Loan Documents (the "Indemnified Liabilities"); provided that the Borrower shall have no obligation to any an Indemnitee under this paragraph -------- hereunder with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise arising from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, that Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimjurisdiction.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay Affymetrix shall indemnify and hold harmless the Administrative Agent (Partner, its Affiliates and any sub-agent thereof)its and their officers, the Arrangersdirectors, each Lender employees, agents and each Related Party of any of the foregoing (each, an “Indemnitee”), from and representatives against any third party suit or proceeding brought against Partner or its Affiliates and all Indemnified Liabilities; provided that its and their officers, directors, employees, agents and representatives to the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to extent based on (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower that Affymetrix Product directly infringes a valid and enforceable patent, copyright or any Subsidiary trade secret right that exists as of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (includingEffective Date in the United States, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) Affymetrix’s breach of its obligations or warranties under this Agreement, and Affymetrix shall pay damages and costs finally awarded against Partner resulting therefrom and reasonable costs of investigation or settlement and legal fees and accounting expenses, if any, subject to the Cap (defined below); provided that Partner notifies Affymetrix in writing within thirty (30) calendar days of any claim or suit being made or brought and [***]=CONFIDENTIAL TREATMENT REQUESTED notified to Partner, and Partner gives Affymetrix authority to defend or, upon consultation with Partner, settle any such suit or proceeding, and all reasonably requested information, and assistance necessary to settle or defend such suit or proceeding. Affymetrix shall not be bound in any manner by any settlement with respect made without its prior express written consent. In the event that an Affymetrix Product is held to infringe as set forth above, and its use is enjoined, Partner may (a) terminate this Agreement without any further payment or obligation to Affymetrix or (b) request that Affymetrix either obtain for Partner the right to continue using such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not affected Affymetrix Product, modify it to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of become non-monetary injury infringing, or grant Partner a credit and accept return of such unused Affymetrix Product. Notwithstanding the foregoing, Affymetrix will have no liability hereunder to each Indemnitee). To the extent that the undertakings alleged or actual infringement arises: (1) from use of the Affymetrix Product in a manner not authorized by Affymetrix in Section 2.01; (2) from combination of the Affymetrix Product with any product not supplied by Affymetrix under this Agreement; or (3) from any addition to indemnifyor modification of the Affymetrix Product not specified by Affymetrix. Further, pay Affymetrix will have no liability to the extent the allegedly infringing activity: (4) results from the particular Probe sequences represented on an Array; (5) results from a Diagnostic Product or a Diagnostic Service (and hold harmless set forth would not have resulted from the Affymetrix Product alone or the procedures for use of such Affymetrix Product as specified by Affymetrix); or (6) occurs after Affymetrix has provided Partner with a design or work around that is satisfactory to Partner or a license at Affymetrix’s cost. In no event shall Affymetrix’s aggregate, cumulative liability arising out of or relating to this Agreement (including Affymetrix’s indemnity obligations described in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policysection), exceed the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction amount of all Indemnified Liabilities incurred payments made by Indemnitees or any of them. All amounts due Partner under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) Agreement for the purchase of Affymetrix Products and Commissions during the Term (the “Cap”); provided, however, that the Cap shall not apply with respect to Taxes other than any Taxes that represent lossesliability arising out of Affymetrix’s gross negligence or willful misconduct. The Cap is cumulative but shall not include expenses incurred by Affymetrix in connection with its own legal fees. The existence of one or more claims or suits will not enlarge the Cap. Partner shall indemnify and hold harmless Affymetrix and its Affiliates and its and their officers, claimsdirectors, damagesemployees, etc. agents and representatives for third party claims arising from Partner’s commercialization of Diagnostic Products or Diagnostic Services and any nondamages (including reasonable costs of investigation or settlement and legal fees and accounting expenses) resulting therefrom subject to the Cap, except to the extent such claims or damages result from Affymetrix’ s negligence, willful misconduct, or breach of this Agreement. THE FOREGOING PROVISIONS OF THIS SECTION STATES THE ENTIRE LIABILITY AND OBLIGATION OF THE PARTIES, AND THE EXCLUSIVE REMEDY OF PARTNER AND ITS AFFILIATES, WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND ARE IN LIEU OF ALL WARRANTIES OF NON-Tax claimINFRINGEMENT, EXPRESS OR IMPLIED.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees You agree to indemnify, pay defend and hold harmless Thawte, its directors, shareholders, officers, agents, employees, successors and assigns from any and all third party claims, suits, proceedings, judgments, damages, and costs (including reasonable attorney's fees and expenses) arising from (i) the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party breach of any of the foregoing (eachyour warranties, an “Indemnitee”), from representations and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee obligations under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such IndemniteeAgreement, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement falsehoods or misrepresentations of fact you make on the Certificate Application, (iii) any infringement of an Intellectual Property Right of any person or entity in information or content provided by you, (iv) failure to disclose a material fact on the Certificate Application if the misrepresentation or omission was made negligently or with respect intent to deceive any party, or (v) failure to protect the private key, or use a trustworthy system, or to take the precautions necessary to prevent the compromise, loss, disclosure, modification or unauthorized use of the private key under the terms of this Agreement. Thawte shall promptly notify you of any such Indemnified Liabilities which is entered into by claim, and you shall bear full responsibility for the defense of such Indemnitee claim (including any settlements); provided however, that (a) you keep Thawte informed of, and consult with Thawte in connection with the progress of such litigation or settlement; (b) you shall not have any right, without the BorrowerThawte’s written consent, which consent (such consent shall not to be unreasonably withheld withhold, to settle any such claim if such settlement arises from or delayed taking into accountis part of any criminal action, among other relevant matterssuit or proceeding or contains a stipulation to or admission or acknowledgement of, any liability or wrongdoing (whether in contract, tort, or otherwise) on the likelihood part of Thawte, or requires any specific performance or non-monetary injury pecuniary remedy by Thawte; and (c) Thawte shall have the right to each Indemnitee)participate in the defense of a claim with counsel of its choice at its own expense. To the extent that the undertakings The terms of this Section 15 will survive any termination of this Agreement. As a Relying Party, you agree to indemnify, pay defend and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of Thawte, its directors, shareholders, officers, agents, employees, successors and assigns from any law or public policyand all third party claims, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent lossessuits, claimsproceedings, judgments, damages, etc. and costs (including reasonable attorney's fees and expenses) arising from any non-Tax claim.from

Indemnity. (a) In addition to the payment of any expenses pursuant to Section 9.028.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, pay exonerate, defend, pay, and hold harmless the Administrative Agent Agent-Related Persons and the Lender-Related Persons (and any sub-agent thereof)collectively, the Arrangers, each Lender “Indemnitees” and each Related Party of any of the foregoing (each, an individually as “Indemnitee”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee (whether brought by a Borrower or any other Person), in any manner relating to or arising out of this Agreement or the other Loan Documents, the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by a Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided provided, that the no Borrower shall have no any obligation to any Indemnitee under this paragraph hereunder with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise arising from (x) the gross negligence or willful misconduct of any such Indemnitee, in each case, Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim a final judgment. If any investigative, judicial, or (ii) administrative proceeding arising from any settlement with respect to such Indemnified Liabilities which of the foregoing is entered into by such brought against any Indemnitee without the Borrower’s written consent (such consent not indemnified or intended to be unreasonably withheld indemnified pursuant to this Section 8.2 the Borrowers will resist and defend such action, suit, or delayed taking into account, among other relevant matters, proceeding or cause the likelihood of non-monetary injury same to each be resisted and defended by counsel designated by Borrowers (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertakings undertaking to indemnify, pay pay, and hold harmless set forth in this paragraph the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, the each Borrower shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities incurred by Indemnitees or any that is permissible under applicable law. The obligations of them. All amounts due the Borrowers under this paragraph Section 8.2 shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes survive the termination of this Agreement and the discharge of the Borrowers’ other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimobligations hereunder.

Indemnity. The Liquidation Trust Administrator, the members of the Liquidation Trust Committee, Xxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxxxx, and their respective agents, employees, officers, directors, professionals, attorneys, accountants, advisors, representatives and principals (acollectively, the “Indemnified Parties”) In addition shall be indemnified and held harmless by the Liquidation Trust, to the payment of expenses pursuant to Section 9.02fullest extent permitted by law, solely from the Borrower agrees to indemnify, pay and hold harmless Liquidation Trust Assets and/or the Administrative Agent (and Trust Proceeds for any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etcliabilities and expenses, including, without limitation, reasonable attorneys’ fees, disbursements and related expenses which the Indemnified Parties may incur or to which the Indemnified Parties may become subject in connection with any action, suit, proceeding or investigation brought or threatened against one or more of the Indemnified Parties on account of the acts or omissions of the Liquidation Trust Administrator or the members of the Liquidation Trust Committee solely in their capacity as such; provided, however, that the Liquidation Trust shall not be liable to indemnify any Indemnified Party for any act or omission constituting gross negligence, fraud or reckless, intentional or willful misconduct. arising Notwithstanding any provision herein to the contrary, the Indemnified Parties shall be entitled to obtain advances from the Liquidation Trust to cover their reasonable expenses of defending themselves in any non-Tax claimaction brought against them as a result of the acts or omissions, actual or alleged, of an Indemnified Party in its capacity as such; provided, however, that the Indemnified Parties receiving such advances shall repay the amounts so advanced to the Liquidation Trust upon the entry of a Final Order finding that such Indemnified Parties were not entitled to any indemnity under the provisions of this Section 7.6. The foregoing indemnity in respect of any Indemnified Party shall survive the termination of such Indemnified Party from the capacity for which they are indemnified.

Indemnity. (a) In addition As further consideration for Xxxxxx Xxxxx providing the services to the payment of expenses pursuant to Section 9.02Board as set out in the Engagement Letter, the Borrower Board agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), indemnify Xxxxxx Xxxxx from and against all losses arising out of, or in connection with, the engagement or otherwise, by reason of, or in connection with any other matter or activities referred to as contemplated in the Engagement Letter which Xxxxxx Xxxxx may suffer or incur in any jurisdiction. All costs and all Indemnified Liabilities; provided that expenses incurred by Xxxxxx Xxxxx will be reimbursed by the Borrower shall have no obligation to Board promptly on demand, including any Indemnitee under this paragraph reasonable costs incurred in connection with respect to (i) the investigation of, preparation for, or defence of any Indemnified Liabilities pending or threatened litigation or claim within the terms of the indemnity or any matter incidental thereto. The Board will not be responsible for any losses to the extent such Indemnified Liabilities that they arise from, or have resulted from, the negligence of Xxxxxx Xxxxx or from (x) the gross negligence knowing disregard of matters of which Xxxxxx Xxxxx, or willful misconduct of such Indemniteeits partners, Directors, managers or employees had actual knowledge, or from Xxxxxx Xxxxx’x bad faith or wilful default. This indemnity will be in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction addition to any rights that Xxxxxx Xxxxx may have at common law or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder otherwise (including, but not limited to, any right of contribution). If Xxxxxx Xxxxx becomes aware of any claim relevant for the avoidance purposes of doubtthe indemnity, any failure we will promptly notify the Board of the claim and will, subject to being indemnified by such Indemnitee you to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Documentour reasonable satisfaction against all losses, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent lossesliabilities, claims, damagescosts, etccharges and expenses suffered or incurred thereby, take, or procure to be taken, such action as the Board may reasonably request to avoid a dispute, resist, appeal, compromise or defend such a claim. arising from any non-Tax claimXxxxxx Xxxxx will provide the Board and its legal advisers with such information and documentation relating to such claim as the Board may reasonably require. 5. Staffing of the engagement and working with third parties Xxxxxx Xxxxx reserves the right to choose the personnel to undertake the engagement on behalf of the Board and to change them as we consider necessary during the course of the engagement. Xxxxxx Xxxxx confirms that we will use staff with the appropriate level of expertise and experience for the type of work being undertaken in the engagement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower Seller hereby agrees to indemnifyindemnify Buyer, pay Buyer’s designee that is holding a Purchased Asset File on behalf of and hold harmless at the Administrative Agent (and any sub-agent thereof)direction of Buyer, the Arrangers, each Lender Buyer’s Affiliates and each Related Party of any of the foregoing its officers, directors, and employees (each, an “IndemniteeIndemnified Parties”), ) from and against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses (including attorneys’ fees and disbursements) or disbursements (all of the foregoing, collectively “Indemnified Liabilities; provided Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Borrower Transactions shall have no obligation to any Indemnitee under this paragraph with respect to (ibeen repaid in full) be imposed on, incurred and paid by or asserted against any Indemnified Liabilities Party in any way whatsoever arising out of or in connection with, or relating to the extent such Transaction Documents including this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified Liabilities arise Party under or in connection with any of the foregoing; provided, that Seller shall not be liable for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses or disbursements resulting from (x) the gross negligence negligence, bad faith or willful misconduct of such IndemniteeBuyer or any Indemnified Party. Without limiting the generality of the foregoing, Seller agrees to hold Buyer harmless from and indemnify Buyer against all Indemnified Amounts with respect to all Purchased Assets relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in each caseLending Act and/or the Real Estate Settlement Procedures Act; provided, as determined that Seller shall not be liable for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, costs, expenses or disbursements resulting from the gross negligence, bad faith or willful misconduct of Buyer or any Indemnified Party. In any suit, proceeding or action brought by a finalBuyer in connection with any Purchased Asset for any sum owing thereunder, nonor to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all actual out-appealable judgment of-pocket expense (including reasonable attorneys’ fees of outside counsel), loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a court breach by Seller of competent jurisdiction any obligation thereunder or (y) a claim brought by the Borrower arising out of any other agreement, indebtedness or liability at any Subsidiary of the Borrower against any Indemnitee for material breach time owing to or in favor of such Indemniteeaccount debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s express obligations hereunder reasonable out-of-pocket costs and expenses incurred in connection with Buyer’s due diligence reviews with respect to the Purchased Assets (including, without limitation, those incurred pursuant to Article 26 and Article 3 (including, without limitation, all Pre-Purchase Legal Expenses, even if the underlying prospective Transaction for which they were incurred does not take place for any reason) and the avoidance enforcement or the preservation of doubtBuyer’s rights under this Agreement, any failure by such Indemnitee to comply with its obligation to fund any portion Transaction Documents or Transaction contemplated hereby, including without limitation the reasonable fees and disbursements of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee)outside counsel. To the extent Seller hereby acknowledges that the undertakings to indemnify, pay obligation of Seller hereunder is a recourse obligation of Seller and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative Article 25 shall survive the termination of any law or public policy, this Agreement and the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimTransactions contemplated hereby.

Indemnity. Borrower shall indemnify Agent, each Lender, each Transferee, each Participant, their respective Affiliates, managers, members, officers, employees, agents, representatives, successors, assigns, accountants and attorneys (a) In addition to the payment of expenses pursuant to Section 9.02collectively, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “IndemniteeIndemnified Persons”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel, but limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and expenses of one regulatory counsel to such Indemnified Liabilities; provided that Person and one other firm of outside counsel to such Indemnified Person taken as a whole and, solely in the Borrower shall have no obligation case of an actual or potential conflict of interest, one additional firm of outside counsel to each group of similarly situated Indemnified Person) which are incurred or actually paid by any Indemnitee under this paragraph Indemnified Person with respect to (i) or arising out of, or in any Indemnified Liabilities litigation, proceeding or investigation instituted or conducted by any Person with respect to any aspect of, or any transaction contemplated by, or any matter related to, any act of or omission by Borrower or any of its Affiliates, officers, directors and agents relating to the Loan, this Agreement or any other Loan Document, except to the extent such resulting or arising from the applicable Indemnified Liabilities arise from (x) the Person’s own gross negligence or willful misconduct misconduct. Agent agrees to give Borrower reasonable notice of any event of which Agent becomes aware for which indemnification may be required under this Section 12.4 (provided, that the failure of Agent to give such notice shall not affect the obligation of Borrower or any other Person pursuant to this Section 12.4 unless materially prejudiced thereby) and Agent may elect (but is not obligated) to direct the defense thereof; provided, that the selection of counsel shall be subject to Borrower’s consent, which consent shall not be unreasonably withheld or delayed, and Borrower shall be entitled to participate in the defense of any matter for which indemnification may be required under this Section 12.4 and to employ counsel at its own expense to assist in the handling of such Indemniteematter. Any Indemnified Person may, in its reasonable discretion, take such actions as it deems necessary and appropriate to investigate, defend or settle any event or take other remedial or corrective actions with respect thereto as may be necessary for the protection of such Indemnified Person or the Collateral, subject to Borrower’s prior approval of any settlement, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if any insurer agrees to undertake the defense of an event (an “Insured Event”), Agent agrees not to exercise its right to select counsel to defend the event if that would cause Borrower’s insurer to deny coverage; provided, however, that Lender reserves the right to retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense. To the extent that Agent obtains recovery from a third party other than an Indemnified Person of any of the amounts that Borrower has paid to Lender pursuant to the indemnity set forth in this Section 12.4, then Agent shall promptly pay to Borrower the amount of such recovery. Without limiting any of the foregoing, (a) Borrower indemnifies the Indemnified Persons for all claims for brokerage fees or commissions (other than claims of a broker with whom such Indemnified Person has directly contracted in writing) and (b) Agent indemnifies the Borrower for all claims for brokerage fees or commissions (other than the claims of a broker with whom Borrower or any of its Affiliates has directly contracted in writing), in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction which may be made in its favor on such claim or (ii) any settlement connection with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into accountany aspect of, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect transaction contemplated by or referred to Taxes other than in, or any Taxes that represent lossesmatter related to, claimsany Loan Document or any agreement, damages, etc. arising from any non-Tax claimdocument or transaction contemplated thereby.

Indemnity. The Successor Agency hereby assumes liability for, and hereby agrees (awhether or not any of the transactions contemplated hereby are consummated) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay protect, save and hold keep harmless the Administrative Agent (Escrow Bank and any sub-agent thereof)its respective successors, the Arrangersassigns, each Lender agents, employees and each Related Party of any of the foregoing (each, an “Indemnitee”)servants, from and against any and all Indemnified Liabilitiesliabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Bank at any time (whether or not also indemnified against the same by the Successor Agency or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the retention of the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Bank in accordance with the provisions of this Agreement; provided provided, however, that the Borrower Successor Agency shall have no obligation not be required to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to indemnify the extent such Indemnified Liabilities arise from (x) Escrow Bank against the gross Escrow Bank’s own negligence or willful misconduct or the negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction the Escrow Bank’s respective employees or (y) a claim brought the willful breach by the Borrower or any Subsidiary Escrow Bank of the Borrower against terms of this Agreement. In no event shall the Successor Agency or the Escrow Bank be liable to any Indemnitee for material breach person by reason of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any transactions contemplated hereby other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury than to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless other as set forth in this paragraph may be unenforceable Section. The indemnities contained in whole this Section shall survive the termination of this Agreement and the resignation or in part because they are violative removal of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimEscrow Bank.

Indemnity. (a) In addition the event the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company will indemnify the Indemnitee, his executors, administrators or assigns, to the payment of expenses pursuant fullest extent permitted by applicable law, as soon as practicable but in any event no later than sixty days after written demand is presented to Section 9.02the Company, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified LiabilitiesExpenses, judgments, fines (including excise taxes), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding. If so requested by the Indemnitee, the Company shall advance, to the fullest extent permitted by applicable law, any and all Expenses incurred by Indemnitee in connection with any Proceeding to the Indemnitee (an “Expense Advance”), and such advancement shall be made as soon as reasonably practicable, but in any event no later than thirty days, after the receipt by the Company of a written statement or statements requesting such advances from time to time. Notwithstanding anything in this Agreement to the contrary, the Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by the Indemnitee unless the Board of Directors has authorized or consented to the initiation of such Proceeding or such Proceeding seeks to enforce the Indemnitee’s rights hereunder; provided provided, that the Borrower foregoing shall have no obligation not limit the Indemnitee’s right to indemnification hereunder in connection with the defense of any counterclaims brought against the Indemnitee under in a Proceeding initiated by the Indemnitee; and, provided, further, that for purposes of this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a finalAgreement, non-appealable judgment of a court of competent jurisdiction frivolous counterclaims, impleadings or (y) a claim brought other responsive or defensive actions by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimbe deemed Proceedings initiated by the Indemnitee.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.024.15 and Section 9.6, whether or not the transactions contemplated hereby shall be consummated, each of the Borrowers and each of their respective Subsidiaries (as "Indemnitor") agrees, jointly and severally, to indemnify each Lender, each holder of any Loan or, Senior Note and any Warrant and any stockholder, general partner, limited partner, officer, director, agent and Affiliate of any such Lender or holder (collectively called the "Indemnitees"), in respect of, and hold them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, in any manner arising out of or relating to this Agreement, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof)Operative Agreements, the Arrangers, each Lender and each Related Party Lenders' agreements to make the Loans or the use or intended use of the proceeds of any of the foregoing Loans hereunder (each, an “Indemnitee”), from and against any and all the "Indemnified Liabilities"); provided provided, that the Borrower Indemnitor shall not have no any obligation to any an Indemnitee under this paragraph hereunder with respect to (i) any an Indemnified Liabilities Liability to the extent that such Indemnified Liabilities arise Liability arises solely from (x) the gross negligence or willful misconduct of that Indemnitee. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such Indemniteeclaim of which such Indemnitee has knowledge; provided, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by that any failure to give such notice shall not affect the Borrower or any Subsidiary obligations of the Borrower against Indemnitor unless (and then solely to the extent) the ability of the Indemnitor to provide such indemnification is prejudiced thereby. The Indemnitor shall have the right at any Indemnitee time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for material breach of such Indemnitee’s express obligations which it is responsible for indemnification hereunder (including, for the avoidance of doubt, provided that no Indemnitor will settle any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim without (i) the appropriate Indemnitee's prior written consent which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any settlement way relating to the circumstances involving such claim) so long as in any such event, the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such Indemnified Liabilities claim to the extent and subject to the limitations set forth herein; provided, however, that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee there are one or more defenses available to the Indemnitee which are not available to the Indemnitor; provided, further, that with respect to any claim as to which the Indemnitee is entered into by such Indemnitee without controlling the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant mattersdefense, the likelihood Indemnitor will not be liable to any Indemnitee for any settlement of non-monetary injury any claim pursuant to each Indemnitee)this Section 9.4 that is effected without its prior written consent. To the extent that the undertakings undertaking to indemnify, pay indemnify and hold harmless set forth in this paragraph the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law Law or public policy, the Borrower Company shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law Law, to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or the Indemnitee for any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. (ai) In addition to The Company and the payment Founder shall, jointly and severally, indemnify the Investor for any losses, liabilities, damages, liens, penalties, costs and expenses, including reasonable advisor’s fees and other reasonable expenses of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay investigation and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party defense of any of the foregoing foregoing, incurred by the Investor as a result of any breach or violation of any representation or warranty made by the Company or the Founder, or any breach by the Company or the Founder of any covenant or agreement contained herein or in any of the other Transaction Documents (each, an the “IndemniteeIndemnifiable Event”), from and against each PRC Company hereby indemnifies the Investor for any losses, liabilities, damages, liens, penalties, costs and all Indemnified Liabilitiesexpenses, including reasonable advisor’s fees and other reasonable expenses of investigation and defense of any of the foregoing, incurred by the Investor as a result of any Indemnifiable Event of the relevant PRC Company (an “Indemnifiable Loss”). For the purpose of this Section 9.3, each of the Company, the Founder and the PRC Companies shall be referred to as an “Indemnitor”. If the Investor believes that it has a claim that may give rise to an indemnity obligation hereunder, it shall give prompt notice thereof to the Company, the Founder and/or the relevant PRC Companies (as the case may be) stating specifically the basis on which such claim is being made, the material facts related thereto, and the amount of the claim asserted; provided that the Borrower shall have no obligation to in any Indemnitee under this paragraph event any such notice with respect to the breach of any covenant shall be given on a timely basis. No such claim shall be settled or resolved Series A Preferred Share Purchase Agreement without the consent of the Company, the Founder and/or the relevant PRC Companies (as the case may be), except that any dispute related thereto will be resolved pursuant to Section 9.13. The Founder’s indemnity obligations that are determined to arise hereunder may be satisfied by the Founder by remittance of immediately available funds to the Investor. However, if the Founder is unable to satisfy its indemnity obligations within sixty (60) days of delivery of the notice provided by the Investor, then such indemnity obligations shall, at the election of the Investor, be satisfied with the Ordinary Shares held (either directly or indirectly) or acquired after the date hereof by the Founder (with each such share valued at the greater of (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in price paid for each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations Series A Preferred Share hereunder (includingas adjusted for share splits, for the avoidance of doubtcombinations, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required herebyrecapitalizations, reclassifications and similar transactions) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or and (ii) any settlement with respect the fair market value of such Ordinary Share determined pursuant to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each IndemniteeSection 9.3(iv). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees HGP and HGP LP jointly and severally agree to indemnify, pay defend, protect and hold harmless Prime Retail and Prime LP and each of the Administrative Agent their respective officers, directors and affiliates (and any sub-agent thereof)collectively, the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), "Indemnified Parties") harmless from and against against, and to pay within ten (10) days after demand, any and all claims, damages, losses, liabilities, judgments, costs and expenses of any kind or nature whatsoever which the Indemnified Liabilities; provided Parties may incur or suffer by reason of, in connection with, or by virtue of any breach or violation of this Agreement by HGP or HGP LP or by reason of the execution, delivery or performance of, this Agreement, the Guaranty or any other credit enhancement relating to the Loan Documents, the First of America Loan Documents, or the LaSalle Loan Documents or the ULICO Loan Documents including, without limitation, the reasonable fees and expenses of counsel for the Indemnified Parties with respect thereto. Promptly after receipt by the Indemnified Parties of notice of the commencement, or threatened commencement, of any action subject to the indemnities contained in this Section, the Indemnified Parties shall promptly notify HGP thereof, provided, however, that the Borrower shall have no failure of any Indemnified Party so to notify HGP will not affect the obligation of HGP and HGP LP to any Indemnitee under this paragraph indemnify the Indemnified Parties with respect to (i) such actions or any Indemnified Liabilities other action pursuant to this Section except to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct obligation shall have been incurred solely and as a direct consequence of such Indemniteefailure. The obligations of HGP and HGP LP under this Section shall survive forever, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary regardless of the Borrower against any Indemnitee for material breach termination of such Indemnitee’s express this Agreement or the payment in full of all of HGP and HGP LP's obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee)hereunder. To the extent that the undertakings undertaking to indemnify, pay defend, protect and hold harmless set forth in this paragraph herein may be unenforceable in whole or in part because they are as violative of any law or public policy, the Borrower shall contribute HGP and HGP LP agree to pay the maximum portion that it which is permitted to pay and satisfy be paid under applicable law law. Any amounts unpaid following demand pursuant to this Section shall accrue interest at a rate of 12% per annum. Notwithstanding the payment and satisfaction foregoing, in the event the Chief Financial Officer of all Indemnified Liabilities incurred by Indemnitees HGP shall deliver a written notice (the "Deferral Notice") to Prime LP affirming that neither HGP nor HGP LP have the liquidity or financial resources to satisfy any of them. All amounts due under demand for indemnity arising pursuant to this paragraph Section 7.1 on or prior to September 15, 1998, the obligation to satisfy such demand shall be payable promptly after written demand therefor. This Section 9.03(a) shall deferred to a date not apply with respect later than December 31, 1998; provided that any obligation or obligations so deferred shell continue to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimaccrue interest at the rate indicated above.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; Unless otherwise provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect Agreement, if Party B fails to (i) any Indemnified Liabilities perform all of its obligations under this Agreement or discontinues to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemniteeperform its obligations under this Agreement and, in each case, as determined by fails to correct such failure or discontinuance within 30 days upon its receipt of notice from the other Party, or if any of Party B’s representations or warranties is untrue, it will constitute a final, non-appealable judgment breach of a court of competent jurisdiction or (y) a claim brought by the Borrower or this Agreement. If any Subsidiary of the Borrower against any Indemnitee for material Parties is in breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Agreement or any of them. All amounts due its representations or warranties under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect Agreement, the non-breaching Party may request correction of such breach by the breaching Party within 10 days upon receipt of a requesting notice in writing, take effective and prompt measures to Taxes other than prevent occurrence of any Taxes that represent losses, claims, damages, etcand continue to perform this Agreement. Upon occurrence of any damages, the breaching Party will indemnify the non-breaching Party for any entitlement receivable by the non-breaching Party from its performance of this Agreement. The breaching Party will indemnify the non-breaching Party for any expense, liability or loss (including without limitations any loss of profit, loss of interest or legal fees) incurred by the non-breaching Party due to its breach of this Agreement. The aggregate indemnity payable by the breaching Party to the non-breaching Party will be commensurate with the loss incurred due to such breach. Such indemnity will include the benefit due to the non-breaching Party from its performance of this Agreement, provided it will be exceed the reasonable expectation of each of the Parties. Party B will be held liable for any claim arising from its failure to follow Party A’s instruction, or its inappropriate use of Party A’s intellectual properties, or its technical misconduct. Party B will immediately notify Party A of any non-Tax claimunauthorized use of Party A’s intellectual properties to its knowledge and provide support to Party A in taking any action. If each of the Parties is in breach of this Agreement, the amount of indemnity payable by each of them will be determined according to the level of their respective breach.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to Lessee shall indemnify, pay defend and hold keep harmless the Administrative Agent (Lessor and any sub-agent thereof)Assignee, the Arrangers, each Lender and each Related Party of any of the foregoing their respective agents and employees (each, an “"Indemnitee”"), from and against any and all Indemnified Liabilities; provided that Claims (other than such as may directly and proximately result from the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the actual, but not imputed, gross negligence or willful misconduct of such Indemnitee), by paying, on a net after-tax basis, or otherwise discharging same, when and as such Claims shall become due. Lessee agrees that the indemnity provided for in this Section includes the agreement by Lessee to indemnify each Indemnitee from the consequences of its own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and to further indemnify each such Indemnitee with respect to Claims for which such Indemnitee is strictly liable. Lessor shall give Lessee prompt notice of any Claim hereby indemnified against and Lessee shall be entitled to control the defense of and/or to settle any Claim, in each case, so long as determined by a final(1) no Default or Event of Default has occurred and is then continuing, non-appealable judgment of a court of competent jurisdiction or (y2) a claim brought by the Borrower or any Subsidiary of the Borrower against any Lessee confirms, in writing, its unconditional and irrevocable commitment to indemnify each Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities Claim, (3) Lessee is financially capable of satisfying its obligations under this Section, (4) Lessor approves the defense counsel selected by Lessee, and (5) there is no reasonable risk of criminal liability being imposed on Lessor or any of its directors, officers or employees as a result of such Claim. The term "Claims" shall mean all claims, allegations, xxxxx, judgments, settlements, suits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for compensation, indemnification, reimbursement or otherwise), losses, penalties, fines, liabilities (including strict liability), charges that Lessor has incurred or for which it is entered into responsible, in the nature of interest, Liens, and costs (including attorneys' fees and disbursements and any other legal or non-legal expenses of investigation or defense of any Claim, whether or not such Claim is ultimately defeated or enforcing the rights, remedies or indemnities provided for hereunder, or otherwise available at law or equity to Lessor), of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by such Indemnitee without or against any person, arising on account of (A) any Lease Document, including the Borrower’s written consent performance, breach (such consent not including any Default or Event of Default) or enforcement of any of the terms thereof, or (B) the Equipment, or any part or other contents thereof, any substance at any time contained therein or emitted therefrom, including any hazardous substances, or the premises at which the Equipment may be located from time to be unreasonably withheld time, or delayed taking into account(C) the ordering, among other relevant mattersacquisition, delivery, installation or rejection of the Equipment, the likelihood possession of non-monetary injury any property to each which it may be attached from time to time, maintenance, use, condition, ownership or operation of any item of Equipment, and by whomsoever owned, used, possessed or operated, during the term of any Schedule with respect to that item of Equipment, the existence of latent and other defects (whether or not discoverable by Lessor or Lessee) any claim in tort for negligence or strict liability, and any claim for patent, trademark or copyright infringement, or the loss, damage, destruction, theft, removal, return, surrender, sale or other disposition of the Equipment, or any item thereof, including, Claims involving or alleging environmental damage, or any criminal or terrorist act, or for whatever other reason whatsoever (excluding Claims resulting solely and directly from the gross negligence or willful misconduct of any Indemnitee). To If any Claim is made against Lessee or an Indemnitee, the extent that party receiving notice of such Claim shall promptly notify the undertakings other, but the failure of the party receiving notice to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative so notify the other shall not relieve Lessee of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimobligation hereunder.

Indemnity. You agree (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay indemnify and hold harmless the Administrative Agent (Lenders and any sub-agent thereof)their respective affiliates and their respective officers, the Arrangersdirectors, each Lender employees, advisors, and each Related Party of any of the foregoing agents (each, an “Indemniteeindemnified person”), ) from and against any and all Indemnified Liabilities; losses, claims, damages, liabilities and related expenses to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Facility, the use of the proceeds thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified person is a party thereto or whether such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the Borrower shall have no obligation foregoing indemnity will not, as to any Indemnitee under this paragraph with respect indemnified person, apply to (i) any Indemnified Liabilities losses, claims, damages, liabilities or related expenses to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (yb) a claim brought to reimburse the Lenders and their affiliates on demand for all out-of-pocket expenses (including due diligence expenses, consultant's fees and expenses (if any), travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facility and any related documentation (including this Commitment Letter, the Term Sheet, the Fee Letter, and the definitive documentation relating to the Facility) or the administration, amendment, modification or waiver thereof. You also agree that no indemnified person shall have any liability to you for any special, indirect, consequential or punitive damages. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, including an electronic platform or otherwise via the Borrower internet, or for any special, indirect, consequential or punitive damages in connection with the Facility or in connection with its activities related to the Facility, and you agree, to the extent permitted by applicable law, to not assert any claims against any indemnified person with respect to the foregoing. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person unless (a) such settlement includes an unconditional release of such indemnified person in form and substance reasonably satisfactory to such indemnified person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to, or any Subsidiary admission of, fault, culpability or a failure to act by or on behalf of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or your obligations under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph preceding sentence may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law cause irreparable harm to the payment Lenders and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes the other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimindemnified persons.

Indemnity. The Grantor (aas “Indemnitor”) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent Secured Parties, and the officers, directors, partners, managers, members, employees, agents, and Affiliates of the Secured Parties (and any sub-agent thereof)collectively, the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “IndemniteeIndemnitees”), ) harmless from and against any and all other liabilities, costs, expenses, obligations, losses (other than lost profit), damages, penalties, actions, judgments, suits, claims and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees) in connection with any investigative, administrative or judicial proceeding commenced or threatened (excluding claims among Indemnitees), whether or not such Indemnitee shall be designated a party thereto, which may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement (the “Indemnified Liabilities”); provided that the Borrower Indemnitor shall not have no any obligation to any an Indemnitee under this paragraph hereunder with respect to (i) any an Indemnified Liabilities Liability to the extent that such Indemnified Liabilities arise Liability arises from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower that Indemnitee or any Subsidiary of its officers, directors, partners, managers, members, employees, agents and/or Affiliates. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided that any failure to give such notice shall not affect the obligations of the Borrower against Indemnitor. The Indemnitor shall have the right at any Indemnitee time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for material breach of which it is responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) the appropriate Indemnitee’s express obligations hereunder (includingprior written consent, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any settlement way relating to the circumstances involving such claim and without any admission as to culpability or fault of such Indemnitee) so long as in any such event, the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such Indemnified Liabilities claim to the extent and subject to the limitations set forth herein; provided that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee, there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided further, that with respect to any claim as to which the Indemnitee is entered into by such controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 11 that is effected without the Borrower’s its prior written consent, which consent (such consent shall not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee)withheld. To the extent that the undertakings undertaking to indemnify, pay and hold harmless set forth in this paragraph Section 11 may be unenforceable in whole or in part because they are it is violative of any law or public policy, the Borrower Grantor shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. All amounts due under Notwithstanding anything to the contrary in this paragraph Agreement, no party shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply liable to the other party or any third party for any indirect, incidental, exemplary, special, punitive or consequential damages (including with respect to Taxes lost revenue, lost profits or savings or business interruption) of any kind or nature whatsoever suffered by the other than party or any Taxes that represent lossesthird party howsoever caused and regardless of the form or cause of action, claims, even if such damages are foreseeable or such party has been advised of the possibility of such damages, etc. arising from any non-Tax claimThe provisions of this Section 11 shall survive the termination of this Agreement.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the The Borrower agrees to indemnify, pay indemnify and hold harmless the Administrative Agent Agents and the Lenders and their respective officers, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and any sub-agent thereof)collectively, the Arrangers"Indemnified Parties") from and against any loss, each Lender cost, liability, damage or expense (including the reasonable fees and each Related Party out-of-pocket expenses of counsel to the Lenders, including all local counsel hired by such counsel) ("Claim") incurred by the Lenders in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrower or its agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of the foregoing (eacharises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrower to the Agents and the Lenders hereunder or at common law or otherwise, an “Indemnitee”)and shall survive any termination of this Agreement, from the expiration of the Loans and against any the payment of all indebtedness of the Borrower to the Lenders hereunder and all Indemnified Liabilities; under the Notes, provided that the Borrower shall have no obligation to any Indemnitee under this paragraph Section to the Lenders with respect to (i) any Indemnified Liabilities to of the extent such Indemnified Liabilities arise from (x) foregoing arising out of the gross negligence or willful misconduct of such Indemniteethe Lenders. If any Claim is asserted against any Indemnified Party, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Indemnified Party shall endeavor to notify the Borrower or any Subsidiary of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure actual harm caused by such Indemnitee failure). The Indemnified Party shall have the right to comply employ, at the Borrower's expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. The Borrower may at its own expense also participate in the defense of any Claim. Each Indemnified Party may employ separate counsel in connection with its obligation any Claim to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to extent such Indemnified Liabilities which is entered into by Party believes it reasonably prudent to protect such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into accountIndemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON ADMINISTRATIVE AGENT AS WELL AS FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, among other relevant mattersWHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnifyCONTRIBUTING, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimOR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. (a) In addition to the payment of expenses pursuant Subject to Section 9.0211, the Borrower each of Buyer and Seller (in such capacity, "Indemnitor") agrees to indemnify, pay indemnify and hold the other party (in such capacity, "Indemnitee") harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any loss, cost, liability, damage or expense including, without limitation, reasonable attorneys' fees and costs in all Indemnified trial and appellate proceedings ("Losses") incurred in connection with any claim by a third party, including, without limitation, any current or former shareholder, director, officer, employee or agent of Seller (a "Claim"), made, or arising out of (x) in the case of Buyer (as Indemnitor), the Assumed Liabilities or the Other Assumed Liabilities or any failure by Buyer or Other Buyer, as the case may be, for any reason to pay, perform and discharge any Assumed Liabilities or Other Assumed Liabilities, as the case may be, or (y) in the case of Seller (as Indemnitor), the Excluded Liabilities or any failure by Seller for any reason to pay, perform or discharge any Excluded Liabilities. Within not more than ten (10) days after the date upon which the Indemnitee receives a complaint filed against it or a formal written demand of it, the Indemnitee will deliver written notice (a "Claim Notice") to the Indemnitor, describing in reasonable detail the facts giving rise to such Claim and stating that the Indemnitee intends to seek indemnification for such Claim from the Indemnitor pursuant to this Agreement. The Indemnitor will have the right to settle all Claims upon terms and conditions acceptable to the Indemnitor; provided that (i) such settlement includes an unconditional release of the Indemnitee from all liability with respect to such Claim and (ii) such settlement does not involve the imposition of equitable remedies or the imposition of any material obligations on the Indemnitee other than financial obligations for which the Indemnitee will be indemnified hereunder. Upon timely receipt of a Claim Notice from the Indemnitee with respect to any Claim, the Indemnitor may assume the defense thereof with counsel of the Indemnitor's choice reasonably satisfactory to the Indemnitee, and will not be required to engage more than one law firm to defend the Claim in question; provided that such counsel is reasonably approved in writing by the Indemnitee, and without regard to whether such counsel also represents Indemnitor in defending such Claim. The Indemnitee will cooperate in all reasonable respects in such defense. Subject to the foregoing duty of cooperation, the Indemnitee will have the right to employ separate counsel in any action or Claim and to participate in the defense thereof; provided that the Borrower shall fees and expenses of counsel employed by the Indemnitee will be at the Indemnitee's sole cost and expense, except as otherwise herein provided. If the Indemnitor does not notify the Indemnitee in writing within ten (10) days after receipt of a Claim Notice that the Indemnitor elects to undertake the defense thereof, the Indemnitee will have no obligation the right, at the expense of the Indemnitor, to defend the Claim with counsel of the Indemnitee's choice. The parties hereto acknowledge that the law firm defending a Claim may have an inherent conflict of interest where the Indemnitor and Indemnitee have not agreed upon the Indemnitee's right to indemnification. Therefore, notwithstanding any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities provision herein to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemniteecontrary, unless an Indemnitor has acknowledged in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with writing its obligation to fund indemnify the Indemnitee, the Indemnitor will, and will cause the law firm defending the Claim to, at all times keep the Indemnitee fully advised of the status of settlement negotiations and/or defense of the Claim, and promptly provide to the Indemnitee copies of all documents and correspondence related to the Claim. If, at any portion of its Loans as required hereby) or under any other Credit Documenttime, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction Indemnitee believes in its favor on such claim or (ii) any settlement good faith that the law firm defending the Claim is not fairly representing the Indemnitee's position with respect to such Indemnified Liabilities which Claim and/or is entered into by such Indemnitee without prejudicing the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply 's rights with respect to Taxes the Claim for indemnification, the Indemnitee may, at the Indemnitor's sole expense, retain separate counsel of the Indemnitee's choice, and such separate counsel will be entitled fully to participate in the defense of such Claim on behalf of the Indemnitee. The Indemnitee will cooperate fully with the Indemnitor as to all Claims, will make available to the Indemnitor as reasonably requested all information, records and documents relating to all Claims and will preserve all such information, records and documents until final, nonappealable resolution of any Claim. The Indemnitee will also make available to the Indemnitor, as reasonably requested, its personnel (including technical), agents and other than representatives who are responsible for preparing or maintaining information, records or other documents, or who may have particular knowledge with respect to any Taxes that represent lossesClaim. The Indemnitee will also cooperate with the Indemnitor in attempting to minimize the Losses subject to indemnification by considering in good faith any request to pursue, claimsand/or assign to Indemnitor, damagesany rights of contribution or to reimbursement, etc. arising from any non-Tax claimwhether contractual or otherwise.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay Indigo shall indemnify HP and shall hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”)HP harmless, from and against any and all Indemnified Liabilities; losses, costs and damages, however arising, relating to any claim by a third party that the offer for sale, sale, importation, licensing or leasing or use of any OEM Product infringes rights of any such third parties to any Intellectual Property. Indigo hereby agrees to defend any suit or proceeding brought against HP by any such third party, provided that the Borrower Indigo is notified promptly in writing of such suit or proceeding, and provided further that Indigo shall have no obligation to any Indemnitee under this paragraph with respect to receive (i) any Indemnified Liabilities full and complete authority to conduct the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct defense of such Indemniteesuit or proceeding, including its possible settlement, HP hereby agreeing to any such settlement effected by Indigo (other than any settlement requiring HP to accept liability or pay any money or which could result in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material HP being in breach of such Indemnitee’s express obligations hereunder (includingany agreement or arrangement with a third party, for the avoidance of doubt, any failure by such Indemnitee which HP may decline to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction accept in its favor on such claim or absolute discretion and without in anyway affecting Indigo's obligations under the indemnity set forth in this section 11.2), (ii) any settlement at Indigo's sole cost all information that HP may have and that may be pertinent to said defense and (iii) at Indigo's sole cost HP's full cooperation and assistance in conducting said defense. In addition to providing such defense, Indigo shall pay all damages and costs awarded therein against HP, provided that HP has given Indigo the authority, information and assistance required of it hereunder with respect to such Indemnified Liabilities which is entered into defense. Anything herein to the contrary notwithstanding, in no event shall Indigo have any liability or responsibility to any Party whatsoever under this section 11.2 if the alleged or proven infringement would not have occurred but for (x) any misuse and/or misapplication of the OEM Product, (y) any modification of and/or addition to such OEM Product by such Indemnitee HP, its distributors, or customers (including, without limitation, the Borrower’s written consent addition of a front-end product) and/or (such consent not z) the combining by HP, its distributors or customers of the OEM Product with any other product, system, or sub-system (including, without limitation, integration with a front-end product). In the event that any OEM Product shall be held to be unreasonably withheld infringing and its offer for sale, sale, importation, licensing or delayed taking into accountleasing, among other relevant mattersor use enjoined, Indigo shall, at its own expense, procure for HP and its distributors the likelihood of right to continue to offer for sale, sell, import, license or lease such infringing OEM Product, and for HP's customers the right to use such infringing OEM Products and redesign any OEM Product held to be infringing as aforesaid so that it becomes non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claiminfringing.

Indemnity. (a) In addition to The Recipient releases the payment of expenses pursuant to Section 9.02Village from, and covenants and agrees that the Borrower Village shall not be liable for, and covenants and agrees to defend, indemnify, pay and hold harmless the Administrative Agent (Village and any sub-agent thereof)its elected and appointed officials, the Arrangersofficers, each Lender employees, and each Related Party of any of the foregoing (each, an “Indemnitee”), agents from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. liabilities, investigations, or expenses, of every conceivable kind, character and nature whatsoever arising out of, resulting from or in any way connected with directly or indirectly with the Improvements, the Property, or the Agreement, including, without limitation, actions or claims arising from or related to the Prevailing Wage Act (820 ILCS 30/0.01, et seq.) (“Act”). The Recipient further covenants and agrees to pay for or reimburse the Village and its elected and appointed officials, officers, employees, and agents for any non-Tax claimand all costs, reasonable attorney’s fees, liabilities, and expenses incurred in connection with investigating, defending against, or otherwise in connection with any such losses, claims, damages, liabilities, investigations, or causes of action. The Village shall have the right to select legal counsel and to approve any settlement in connection with such losses, claims, damages, liabilities, or causes of action. The provisions of this section shall survive this Agreement’s voluntary or involuntary termination. The Recipient understands and acknowledges that, depending on how the Recipient uses the Award, the Award and any work or labor the Recipient purchases with the Award may become subject to the Act. The Recipient covenants and agrees to comply, and to contractually obligate and cause its construction manager, any general contractor, each subcontractor or other applicable entity or person to comply with the applicable requirements of the Act. All contracts subject to the Act shall list the specified rates to be paid to all laborers, workers and mechanics for each craft or type of worker or mechanic employed pursuant to such contract. If the prevailing wage rates are revised, the revised rates shall apply to all such contracts. The Recipient shall provide the Village with copies of all such contracts entered into by the Recipient or others to evidence compliance with this Section. The Recipient together with its contractors, subcontractors, agents, employees and others may be obligated to provide such documents, information and certifications, including appropriate payroll certifications, as are necessary to comply with the Act. The Recipient will maintain segregated accounting records detailing expenses incurred and paid for with public and private funds.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay Supplier shall indemnify and hold Apple, Apple Affiliates and Apple Personnel harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any costs, damages and all Indemnified Liabilities; provided that the Borrower shall have no obligation fees (including attorney and other professional fees) attributable to any Indemnitee under this paragraph with respect to claims or allegations that: (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such IndemniteeGoods, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary portion thereof, or the incorporation or use of the Borrower against Goods in Apple products, directly or indirectly infringes any Indemnitee for material breach of such Indemniteethird-party’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or Intellectual Property Rights; (ii) the Goods, or Apple Equipment (in Supplier’s possession) caused injury or damages; or (iii) arise or are alleged to have arisen as a result of negligent, reckless, and/or intentional acts or omissions of Supplier or Supplier Personnel or [CONFIDENTIAL TREATMENT REQUESTED] of any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent term of this Agreement (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee“Covered Claims”). To Supplier shall provide all reasonable assistance, at [CONFIDENTIAL TREATMENT REQUESTED] expense, to Apple and to Apple’s counsel, advisers, and experts in responding to, defending, and remedying the extent Covered Claim, including making deponents available, producing documents and other information to Apple, and if requested by Apple and if permitted under the Federal Rules of Civil Procedure or other applicable rules, Supplier shall participate as a third-party intervenor in the proceeding. In addition, Supplier shall, upon Apple’s request, lead the defense of the Covered Claims, at [CONFIDENTIAL TREATMENT REQUESTED] expense, provided that the undertakings to indemnify, pay and hold harmless set forth Apple: (a) notifies Supplier promptly in this paragraph may be unenforceable in whole or in part because they are violative writing of any law such claims or public policyallegations; (b) permits Supplier to respond to and defend the claim using mutually-agreed upon counsel; and (c) provides information and assistance reasonably necessary to enable Supplier to defend the claim, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of themat [CONFIDENTIAL TREATMENT REQUESTED] expense. All amounts due under this paragraph shall be payable promptly after written demand therefor[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent lossesALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, claims, damages, etc. arising from any non-Tax claimAS AMENDED.

Indemnity. (ai) In addition to the payment of expenses pursuant Subject to Section 9.02, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof5(a)(ii), the ArrangersPledgor hereby indemnifies and holds harmless the Securities Intermediary, each Lender its Affiliates and each Related Party their respective officers, directors, employees, representatives and agents (collectively referred to for the purposes of this Section 5(a) as the Securities Intermediary), against any loss, claim, damage, expense or liability (including the costs and expenses of defending against any claim of liability), or any action in respect thereof, to which the Securities Intermediary may become subject, whether commenced or threatened, insofar as such loss, claim, damage, expense, liability or action arises out of or is based upon the execution, delivery or performance of this Agreement, but excluding any such loss, claim, damage, expense, liability or action arising out of the foregoing (eachbad faith, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemniteethe Securities Intermediary, in each case, as determined by a final, nonand shall reimburse the Securities Intermediary promptly upon demand for any reasonable and documented out-appealable judgment of a court of competent jurisdiction of-pocket legal or (y) a claim brought other expenses reasonably incurred by the Borrower Securities Intermediary in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection with any Subsidiary such loss, claim, damage, expense, liability or action as such expenses are incurred. No provision of this Agreement shall require the Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The obligations of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due Pledgor under this paragraph shall be payable promptly after written demand thereforclause (a) are referred to as the “Securities Intermediary Indemnity”. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimThe provisions of this section will survive the termination of this Agreement and the resignation or removal of the Securities Intermediary.

Indemnity. (a) In addition 6. If the Company does not renounce to the payment of expenses pursuant Subscriber, effective on or before December 31, 2008, and incur on or before December 31, 2009 Qualifying Expenditures equal to Section 9.02the Commitment Amount, the Borrower agrees to indemnify, pay Company shall indemnify and hold harmless the Administrative Agent Subscriber and each of the partners thereof if the Subscriber is a partnership or a limited partnership (for the purposes of this paragraph each an “Indemnified Person”) as to, and pay to the Indemnified Person on or before the twentieth Business Day following the Termination Date, an amount equal to the amount of any tax (as referenced in paragraph (c) of the proposed definition of an “excluded obligation” in subparagraph 6202.1(5) of the regulation to the Act) payable under the Act (and under any sub-agent thereof)corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. In the event that the amount renounced by the Company to the Subscriber is reduced pursuant to subsection 66(12.73) of the Act, the ArrangersCompany shall indemnify and hold harmless each Indemnified Person as to, each Lender and each Related Party pay to the Indemnified Person, an amount equal to the amount of any tax (as referenced in paragraph (c) of the foregoing (each, proposed definition of an “Indemnitee”), from excluded obligation” in subparagraph 6202.1(5) of the regulation to the Act) payable under the Act (and against under any and all corresponding provincial legislation) by the Indemnified Liabilities; Person as a consequence of such reduction provided that nothing in this paragraph shall derogate from any rights or remedies the Borrower Subscriber may have at common law with respect to liabilities other than those payable under the Act and any corresponding provincial legislation. For certainty, the foregoing indemnity shall have no obligation to force or effect and the Subscriber shall not have any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities recourse or rights of action to the extent that such Indemnified Liabilities arise from (x) indemnity, recourse or rights of action would otherwise cause the gross negligence or willful misconduct FT Shares to be “prescribed shares” within the meaning of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary section 6202.1 of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for regulations to the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee)Act. To the extent that any Person entitled to be indemnified hereunder is not a party to this Agreement, the undertakings to indemnify, pay Subscriber shall obtain and hold harmless set forth the rights and benefits of this Agreement in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policytrust for, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment on behalf of, such Person and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph such Person shall be payable promptly after written demand thereforentitled to enforce the provisions of this section notwithstanding that such Person is not a party to this Agreement. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.Closing

Indemnity. The L/C Participants agree to indemnify each Issuing Lender (aor any Affiliate thereof) In addition (to the payment extent not reimbursed by the Parent Borrower or any other Loan Party and without limiting the obligation of expenses pursuant the Parent Borrower to Section 9.02, do so as and to the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereofextent provided herein), ratably according to their respective Letter of Credit Percentages in effect on the Arrangersdate on which indemnification is sought under this Section 3.10 (or, each Lender and each Related Party if indemnification is sought after the date upon which the Letter of any Credit Commitments have been terminated, ratably in accordance with their Letter of the foregoing (each, an “Indemnitee”Credit Percentages immediately prior to such date), from and against any and all Indemnified Liabilitiesliabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the termination of the Letter of Credit Commitments) be imposed on, incurred by or asserted against the Issuing Lenders (or any Affiliate thereof) in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or thereby or any action taken or omitted by any Issuing Lender (or any Affiliate thereof) under or in connection with any of the foregoing; provided that no L/C Participant shall be liable for the Borrower shall have no obligation to payment of any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent such Indemnified Liabilities arise arising from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or Issuing Lender (y) a claim brought by the Borrower or any Subsidiary Affiliate thereof). The obligations to indemnify each Issuing Lender (or any Affiliate thereof) shall be ratable among the L/C Participants in accordance with their Letter of Credit Percentages. The agreements in this Section 3.10 shall survive the termination of the Borrower against any Indemnitee for material breach Letter of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimCommitments.

Indemnity. (a) In addition to To the payment of expenses pursuant to Section 9.02maximum extent permitted by law, the Borrower District hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, pay protect, save and hold keep harmless the Administrative Agent (Escrow Bank and any sub-agent thereof)its respective successors, the Arrangersassigns, each Lender agents, employees and each Related Party of any of the foregoing (each, an “Indemnitee”)servants, from and against any and all Indemnified Liabilitiesliabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Bank at any time (whether or not also indemnified against the same by the District or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the purchase of the Investment Securities and any Substitute Investment Securities, the retention of the Investment Securities and any Substitute Investment Securities or the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Bank in accordance with the provisions of this Agreement; provided provided, however, that the Borrower District shall have no obligation not be required to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to indemnify the extent such Indemnified Liabilities arise from (x) Escrow Bank against the gross Escrow Bank’s own negligence or willful misconduct or the negligent or willful misconduct of such Indemniteethe Escrow Bank’s respective successors, in each caseassigns, as determined by a final, non-appealable judgment of a court of competent jurisdiction agents and employees or (y) a claim brought the breach by the Borrower or any Subsidiary Escrow Bank of the Borrower against terms of this Agreement. In no event shall the District or the Escrow Bank be liable to any Indemnitee for material breach person by reason of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any transactions contemplated hereby other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury than to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless other as set forth in this paragraph may be unenforceable section. The indemnities contained in whole this section shall survive the termination of this Agreement and the resignation or in part because they are violative removal of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimEscrow Bank.

Indemnity. (a) In addition to the payment of any expenses pursuant to Section 9.028.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, pay exonerate, defend, pay, and hold harmless the Administrative Agent (and any subAgent-agent thereof)Related Persons, the ArrangersLender-Related Persons, each Lender and each Related Party of any of Participant (collectively, the foregoing (each, an “Indemnitees” and individually as “Indemnitee”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided provided, that the Borrower shall have no if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise arises from (x) the gross negligence or willful misconduct of any such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the then Borrower or shall not have any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is entered into by such brought against any Indemnitee without the Borrower’s written consent (such consent not indemnified or intended to be unreasonably withheld indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or delayed taking into account, among other relevant matters, proceeding or cause the likelihood of non-monetary injury same to each be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any such action, writ, or proceeding. To the extent that the undertakings undertaking to indemnify, pay pay, and hold harmless set forth in this paragraph the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, the Borrower shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities incurred by Indemnitees or any that is permissible under applicable law. The obligations of them. All amounts due Borrower under this paragraph Section 8.2 shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes survive the termination of this Agreement and the discharge of Borrower’s other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimobligations hereunder.

Indemnity. Each Pledgor jointly and severally agrees (ai) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay reimburse and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Lender Pledgee and each Related Party of any of the foregoing other Secured Creditor and their respective successors, assigns, employees, agents and affiliates (eachindividually, an “Indemnitee”), and collectively, the “Indemnitees”) from and against any and all Indemnified Liabilities; provided that obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys’, agents’ and professional advisors’ fees and expenses, in each case arising out of or resulting from this Agreement or the Borrower shall have no obligation to exercise by any Indemnitee of any right or remedy granted to it hereunder or under this paragraph with respect to any other Secured Debt Agreement (ibut excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) any Indemnified Liabilities or expenses of whatsoever kind or nature to the extent such Indemnified Liabilities arise from (x) the incurred or arising by reason of gross negligence or willful misconduct of such Indemnitee, in each case, Indemnitee (as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of a final and non-monetary injury to each Indemniteeappealable decision)). To In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative obligations of any law or public policyPledgor under this Section 11 are unenforceable for any reason, the Borrower shall contribute such Pledgor hereby agrees to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all Indemnified Liabilities incurred by Indemnitees or any the Notes issued under the Credit Agreement, the termination of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes all Secured Hedging Agreements, and the payment of all other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimObligations and notwithstanding the discharge thereof.

Indemnity. The Plan Administrator, the members of the Post-Consummation Trust Committee, Xxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxxxx, and their respective agents, employees, officers, directors, professionals, attorneys, accountants, advisors, representatives and principals (acollectively, the “Indemnified Parties”) In addition shall be indemnified and held harmless by the Post-Consummation Trust, to the payment of expenses pursuant to Section 9.02fullest extent permitted by law, solely from the Borrower agrees to indemnify, pay and hold harmless Post-Consummation Trust Assets and/or the Administrative Agent (and Trust Proceeds for any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etcliabilities and expenses, including, without limitation, reasonable attorneys’ fees, disbursements and related expenses which the Indemnified Parties may incur or to which the Indemnified Parties may become subject in connection with any action, suit, proceeding or investigation brought or threatened against one or more of the Indemnified Parties on account of the acts or omissions of the Plan Administrator or the members of the Post-Consummation Trust Committee solely in their capacity as such; provided, however, that the Post-Consummation Trust shall not be liable to indemnify any Indemnified Party for any act or omission constituting gross negligence, fraud or reckless, intentional or willful misconduct. arising Notwithstanding any provision herein to the contrary, the Indemnified Parties shall be entitled to obtain advances from the Post-Consummation Trust to cover their reasonable expenses of defending themselves in any nonaction brought against them as a result of the acts or omissions, actual or alleged, of an Indemnified Party in its capacity as such; provided, however, that the Indemnified Parties receiving such advances shall repay the amounts so advanced to the Post-Tax claimConsummation Trust upon the entry of a Final Order finding that such Indemnified Parties were not entitled to any indemnity under the provisions of this Section 7.6. The foregoing indemnity in respect of any Indemnified Party shall survive the termination of such Indemnified Party from the capacity for which they are indemnified.

Indemnity. Each Pledgor jointly and severally agrees (ai) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay reimburse and hold harmless the Administrative Agent Security Trustee and its respective successors, assigns, employees, agents and affiliates (and any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, individually an “Indemnitee”), and an collectively, the “Indemnities”) from and against any and all Indemnified Liabilities; provided that the Borrower shall have no obligation obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation liabilities for penalties) of whatsoever kind or nature, and (ii) to any reimburse each Indemnitee under this paragraph with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemniteefor all reasonable costs, expenses and disbursements, including reasonable attorneys’ fees and expenses, in each case, as determined case arising out of or resulting from this Pledge Agreement or the exercise by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations any right or remedy granted to it hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit DocumentSecurity Document (but excluding any obligation, if damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the Borrower extent incurred or arising by reason of gross negligence or wilful misconduct of such Subsidiary has obtained a final, non-appealable judgment of Indemnitee (as determined by a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of a final and non-monetary injury to each Indemniteeappealable decision)). To In no event shall the Security Trustee hereunder be liable, in the absence of gross negligence or wilful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), of or any matter or thing in connection with this Pledge Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative obligation of any law or public policyPledgor under this Section 14 are unenforceable for any reason, the Borrower shall contribute such Pledgor hereby agrees to make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 14 shall continue in full force and effect notwithstanding the full payment and fulfilment of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due the obligations under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimthe Senior Finance Documents and notwithstanding the discharge thereof.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.028.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, pay exonerate, defend, pay, and hold harmless Lender, and the Administrative Agent officers, directors, employees, and agents of and counsel to Lender and such holders (and any sub-agent thereof)collectively, the Arrangers, each Lender “Indemnitees” and each Related Party of any of the foregoing (eachindividually, an “Indemnitee”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses, and disbursements of any kind or nature whatsoever (including, the reasonable out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigation, administrative, or judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of this Agreement or any other Loan Document, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by any Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided provided, however, that the no Borrower shall have no obligation to any Indemnitee under this paragraph be liable with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from (x) the gross negligence or willful misconduct of any such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings undertaking to indemnify, pay pay, and hold harmless set forth in this paragraph the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policypolicy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, the such Borrower shall contribute make the maximum portion that it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the Indemnified Liabilities incurred by Indemnitees or any that is permissible under applicable law. The obligations of them. All amounts due Borrowers under this paragraph Section 8.2 shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimsurvive the termination of this Agreement and the payment in full of the Obligations.

Indemnity. (a) In addition to the payment of expenses pursuant to --------- Section 9.0213.1, whether or not the Borrower transactions contemplated hereby shall be consummated, Intermediate Holdings (as "Indemnitor") agrees to indemnify, pay ---------- and hold harmless the Administrative Agent (Purchaser, and any sub-agent thereof)the officers, the Arrangersdirectors, each Lender employees, agents, and each Related Party of any Affiliates of the foregoing Purchaser (each, an “Indemnitee”), collectively called the "Indemnitees") harmless ----------- from and against any and all losses, claims, costs, expenses liabilities, damages, and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement, the Discount Notes or the other documents related to the transactions, the Purchaser's agreement to purchase the Discount Notes or the use or intended use of the proceeds of any of the proceeds thereof to Intermediate Holdings (the "Indemnified Liabilities"); provided provided, that the Borrower Indemnitor ----------------------- -------- shall not have no any obligation to any an Indemnitee under this paragraph hereunder with respect to (i) any an Indemnified Liabilities Liability to the extent that such Indemnified Liabilities arise Liability arises from (x) the gross negligence or willful misconduct of that Indemnitee. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such Indemniteeclaim of which such Indemnitee has knowledge; provided, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by that any failure to -------- give such notice shall not affect the Borrower or any Subsidiary obligations of the Borrower against Indemnitor unless (and then solely to the extent) such Indemnitor is prejudiced. The Indemnitor shall have the right at any Indemnitee time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for material breach of such Indemnitee’s express obligations which they are responsible for indemnification hereunder (including, for provided that the avoidance of doubt, Indemnitor will not settle any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim without (i) the appropriate Indemnitee's prior written consent which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any settlement way relating to the circumstances involving such claim) so long as in any such event the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such Indemnified Liabilities claim to the extent and subject to the limitations set forth herein; provided, that the Indemnitor shall -------- not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided, further, that with respect to any claim as to which the Indemnitee is entered into by such Indemnitee without -------- ------- controlling the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant mattersdefense, the likelihood Indemnitor will not be liable to any Indemnitee for any settlement of non-monetary injury any claim pursuant to each Indemnitee)this Section 13.2 that is effected without its prior written consent. To the extent that the undertakings undertaking to indemnify, pay and hold harmless set forth in this paragraph the preceding sentence may be unenforceable in whole or in part because they are it is violative of any law or public policy, the Borrower Intermediate Holdings shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees the Indemnities or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to The Issuer shall indemnify, pay defend and hold harmless the Administrative Agent Security Trustee (and its officers, directors, employees, representatives and agents) from and against, any sub-agent thereof)loss, liability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the Arrangersacceptance or administration of this Agreement and its duties hereunder, each Lender including the costs and each Related Party expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder. The Security Trustee (i) must provide reasonably prompt notice to the foregoing Issuer of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (eachii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the Issuer, an “Indemnitee”), from and which consent shall not be unreasonably withheld. The Issuer shall not be required to reimburse any expense or indemnify against any loss or liability incurred by the Security Trustee through negligence or bad faith. The Issuer may, in its sole discretion and at its expense, control the defense of the claim including, designating counsel for the Security Trustee and controlling all Indemnified Liabilitiesnegotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) the Issuer may not agree to any Indemnified Liabilities to settlement involving any indemnified person that contains any element other than the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct payment of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary money and complete indemnification of the Borrower against any Indemnitee for material breach indemnified person without the prior written consent of such Indemnitee’s express obligations hereunder (includingthe affected indemnified person, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect the Issuer shall engage and pay the expenses of separate counsel for the indemnified person to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings interests of the Security Trustee are in conflict with those of the Issuer and (iii) the indemnified person shall have the right to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, disapprove the Borrower shall contribute counsel designated by the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) Issuer which disapproval shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimbe unreasonably given.

Indemnity. (a) In addition Anything in this Agreement to the payment of expenses pursuant to contrary notwithstanding (including Section 9.0210.01), the Borrower Purchaser hereby agrees to indemnify, pay defend and hold harmless the Administrative Agent (Seller and its Affiliates against and reimburse the Seller and its Affiliates for any sub-agent thereof), the Arrangers, each Lender and each Related Party of any of the foregoing (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided Losses that the Borrower shall have no obligation to Seller and its Affiliates may at any Indemnitee under this paragraph time suffer or incur, or become subject to, as a result or in connection with respect to (i) any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary failure of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee Purchaser or its Subsidiaries to comply with its obligation to fund any portion of its Loans as required hereby) or their obligations under any other Credit Documentcollective bargaining agreement listed in Section 3.13(c) of the Disclosure Schedule, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement claim made by any Business Employee or Former Business Employee against the Seller or any of its Affiliates for any severance or termination benefits pursuant to any Viacom Plan, (iii) any suit or claim of violation brought against the Seller or any of its Affiliates under the Workers Adjustment and Retraining Notification Act for any actions taken by the Purchaser or its Subsidiaries on or after the Closing Date with respect to such Indemnified Liabilities which is entered into by such Indemnitee without any facility, site of employment or operating unit, (iv) any suit or claim of violation brought against the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees Seller or any of them. All amounts due its Affiliates under this paragraph shall be payable promptly the continuation health care coverage requirement of COBRA for failure by the Purchaser to provide such continued coverage at the election of the Business Employees, Former Business Employees or qualified beneficiaries or the failure to assume responsibility for ongoing COBRA obligations related to Former Business Employees or qualified beneficiaries of the Publishing Subsidiaries, (v) any claim for payments of benefits by Former Business Employees, Business Employees, Retirees or their respective beneficiaries under any Viacom Plan that the Purchaser assumes or continues to maintain after written demand therefor. This Section 9.03(a) shall not apply the Closing Date or with respect to Taxes other than any Taxes benefit arrangement that represent lossesthe Purchaser has agreed hereunder to maintain for such individuals (or in which the Purchaser has agreed hereunder to permit such individuals to participate), claims(vi) any claim of employment discrimination by the Purchaser, damagesincluding, etc. but not limited to, discrimination in the Purchaser's hiring or termination of any employees, (vii) any claim of wrongful discharge of any Business Employee (including constructive discharge) and (viii) any claim made by any Business Employee or any Former Business Employee against the Seller or any of its Subsidiaries arising from any out of the payment or non-Tax claimpayment of deferred benefits under the S&S EIP or VEIP, the S&S DCP or the Paramount DCP.

Indemnity. (a) In addition The Borrowers agree to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, pay indemnify and hold harmless the Administrative Agent Banks and their respective officers, employees, agents, attorneys and representatives (singularly, an "Indemnified Party", and any sub-agent thereof)collectively, the Arrangers"Indemnified Parties") from and against any loss, each Lender cost, liability, damage or expense (including the reasonable fees and each Related Party out-of-pocket expenses of counsel to the Banks, including all local counsel hired by such counsel) ("Claim") incurred by the Banks in investigating or preparing for, defending against, or providing evidence, producing documents or taking any other action in respect of any commenced or threatened litigation, administrative proceeding or investigation under any federal securities law, federal or state environmental law, or any other statute of any jurisdiction, or any regulation, or at common law or otherwise, which is alleged to arise out of or is based upon any acts, practices or omissions or alleged acts, practices or omissions of the Borrower or their agents or arises in connection with the duties, obligations or performance of the Indemnified Parties in negotiating, preparing, executing, accepting, keeping, completing, countersigning, issuing, selling, delivering, releasing, assigning, handling, certifying, processing or receiving or taking any other action with respect to the Loan Documents and all documents, items and materials contemplated thereby even if any of the foregoing (eacharises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be in addition to any other obligations or liabilities of the Borrowers to the Banks hereunder or at common law or otherwise, an “Indemnitee”)and shall survive any termination of this Agreement, from the expiration of the Loan and against any the payment of all indebtedness of the Borrowers to the Banks hereunder and all Indemnified Liabilities; under the Notes, provided that the Borrower Borrowers shall have no obligation to any Indemnitee under this paragraph Section 19 to the Bank with respect to (i) any Indemnified Liabilities to of the extent such Indemnified Liabilities arise from (x) foregoing arising out of the gross negligence or willful misconduct of the Banks. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or Claim (y) a claim brought by but failure to do so shall not affect the Borrower or any Subsidiary indemnification herein made except to the extent of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure actual harm caused by such Indemnitee failure). The Indemnified Party shall have the right to comply employ, at the Borrowers' expense, counsel of the Indemnified Parties' choosing and to control the defense of the Claim. The Borrowers may at their own expense also participate in the defense of any Claim. Each Indemnified Party may employ separate counsel in connection with its obligation any Claim to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to extent such Indemnified Liabilities which is entered into by Party believes it reasonably prudent to protect such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into accountIndemnified Party. THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION 19 TO APPLY TO AND PROTECT EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ITS OWN NEGLIGENCE, among other relevant mattersWHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnifyCONTRIBUTING, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claimOR CONCURRING CAUSE OF ANY CLAIM.