Common use of Indemnity Clause in Contracts

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), 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 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written notice.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)Each party shall defend, Borrower agrees to indemnify, pay indemnify and hold each Secured Partyharmless the other party and such other party’s Affiliates, and the employees, officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless agents from and against any and all liabilities, obligations, losses, damages, penaltiescosts or expenses (including, actionswithout limitation, judgmentsreasonable attorneys’ fees) (collectively, suits“Losses”) resulting from or arising in connection with the breach by the indemnifying party of any of its representations, claimswarranties, 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 disbursements 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 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 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 kind or nature whatsoever (including the reasonable violation of law and documented fees and disbursements of counsel for such Indemnitees in connection with no effect on any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) other claims that may be imposed onmade 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, 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, that (i) Borrower which shall not be unreasonably withheld. The Indemnifying Party shall have no obligation to an Indemnitee hereunder with respect to indemnify and hold harmless the Indemnified Liabilities arising Party from any loss, expense or liability incurred by the gross negligence or willful misconduct Indemnified Party as a result of that Indemnitee as determined by a final non-appealable default judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted entered against the Indemnitee relating Indemnified Party unless such judgment was entered after the Indemnifying Party agreed, in writing, to assume the Indemnified Liabilities, provided, however, that failure to provide defense of such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeproceeding.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to Supplier will indemnify, pay defend, 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 from and Purchaser against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimsloss, costs, expenses and disbursements of any kind or nature whatsoever other liability (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 theretoattorneys’ fees) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or 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 other document related theretonegligent act or omission of Supplier, the consummation of the transactions contemplated by this Agreementor (ii) alleges damage for loss to property, death, illness or injuries, resulting from the use or intended use of the proceeds consumption of any Products, except as set forth below. Supplier will assume responsibility and expense of the Notesinvestigation, the existence or perfection litigation, judgment and/or settlement of any Liens, or realization upon any Collateral, or such claim on the exercise 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 right or remedy such claim and is permitted to deal therewith at its own discretion and through its own representatives; except that Purchaser’s failure to provide notice of a claim will not affect Supplier’s obligation to indemnify the claim under this AgreementSection 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 any other document related thereto (the “Indemnified Liabilities”); provideda liability that is not indemnified without Purchaser’s prior written consent, that (i) Borrower which consent shall not be unreasonably withheld, conditioned or delayed. Supplier will have no obligation to an Indemnitee hereunder indemnify Purchaser for any 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 Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee third party claims relating to the Indemnified LiabilitiesProducts purchased by Purchaser from Supplier under this Agreement. SUPPLIER WILL NOT BE LIABLE TO PURCHASER WHETHER IN CONTRACT OR IN TORT OR ON ANY OTHER LEGAL THEORY FOR ANY INDIRECT, providedINCIDENTAL, howeverSPECIAL OR CONSEQUENTIAL DAMAGES, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeANY LOST REVENUES, PROFITS OR BUSINESS OPPORTUNITIES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE (COLLECTIVELY, “CONSEQUENTIAL DAMAGES”) OF 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. In addition to the payment of expenses pursuant to Section 11(a)8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, pay exonerate, defend, pay, and hold each Secured Partyharmless Lender, and any holder of any interest in this Agreement, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys agents of each Secured Party and counsel to Lender and such holders (collectively called the “Indemnitees” and individually as “Indemnitee”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses expenses, and disbursements of any kind or nature whatsoever (including including, the reasonable and documented fees and disbursements of counsel for such Indemnitees in connection with any investigativeinvestigation, administrative administrative, or judicial proceeding commenced or threatenedproceeding, whether or not such Indemnitee shall be designated a party thereto) ), that may be imposed on, incurred by, or asserted against that such Indemnitee, in any manner relating to or arising out of this Agreementthe Revolving Credit Facility Commitment, the use or any other document related thereto, intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, the use including any matter relating to or intended use arising out of the proceeds filing or recordation of any of the Notes, the existence Loan Documents which filing or perfection of any Liens, or realization recordation is done based upon any Collateral, or the exercise of any right or remedy under this Agreement, or any other document related thereto information supplied by Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that any such Indemnitee. Each Indemnitee as determined 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 brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by a final non-appealable judgment counsel designated by a court of competent jurisdiction; and Borrower (ii) which counsel shall be reasonably satisfactory to the Indemnitee shall give Borrower prompt written notice or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any claimssuch action, actions writ, or suits asserted against proceeding. To the Indemnitee relating extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights payment and remedies satisfaction of each of the parties hereunder unless Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower is materially prejudiced by such failure to provide prompt written noticeunder this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower agrees to indemnify, pay exonerate, defend, pay, and hold each Secured Partyharmless the Agent-Related Persons, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party Lender-Related Persons (collectively called the “Indemnitees” and individually as “Indemnitee”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses expenses, and disbursements of any kind or nature whatsoever (including including, the reasonable and documented fees and disbursements of counsel for such Indemnitees in connection with any investigativeinvestigation, administrative administrative, or judicial proceeding commenced or threatenedproceeding, whether or not such Indemnitee shall be designated a party thereto) ), that may be imposed on, incurred by, or asserted against that such Indemnitee, in any manner relating to or arising out of this Agreement, Agreement or any other document related theretoLoan Document, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, the use including any matter relating to or intended use arising out of the proceeds filing or recordation of any of the NotesLoan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (provided, that the existence indemnification described herein shall not extend to disputes solely between or perfection among the Lenders that do not involve any acts or omissions of any LiensBorrower, 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 realization upon any Collateralone or more of their Affiliates, or on the exercise of any right or remedy under this Agreement, or any other document related thereto hand) (the “Indemnified Liabilities”); provided, however, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that any such Indemnitee as determined or a material breach by such Indemnitee of the express provisions of this Agreement. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a final non-appealable judgment claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by a court of competent jurisdiction; and counsel designated by Borrower (ii) which counsel shall be reasonably satisfactory to the Indemnitee shall give Borrower prompt written notice or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any claimssuch action, actions writ, or suits asserted against proceeding. To the Indemnitee relating extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights payment and remedies satisfaction of each of the parties hereunder unless Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower is materially prejudiced by such failure to provide prompt written noticeunder this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. In addition to (a) Each of the payment of expenses pursuant to Section 11(a), Borrower agrees to Grantors shall indemnify, pay defend and hold harmless each Secured Party, Security Trustee (and the its officers, directors, employees, representatives and agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against against, any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind liability or nature whatsoever expense (including the reasonable and documented legal fees and disbursements of counsel for such Indemnitees expenses) incurred by it without negligence or bad faith on its part in connection with any investigative, administrative the acceptance 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 administration of this AgreementAgreement 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 other document related thereto, of its officers in connection with the consummation of the transactions contemplated by this Agreement, the use exercise or intended use of the proceeds performance of any of the Notesits powers or duties hereunder and hold it harmless against, the existence any loss, liability or perfection of any Liens, reasonable expense incurred without negligence 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, that bad faith on its part. Each Security Trustee (i) Borrower 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 have no obligation only limit the indemnification provided hereby to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence extent of any incremental expense or willful misconduct actual prejudice as a result of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdictionsuch failure; and (ii) the Indemnitee shall give Borrower prompt written must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any claimssettlement without the written consent of the applicable Grantor, actions which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or suits asserted 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 Indemnitee relating 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 money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the Indemnified Liabilities, provided, however, extent that failure the interests of the relevant Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to provide approve the counsel designated by such notice Grantor which consent shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticebe unreasonably withheld.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower Party B agrees to indemnifyindemnify Party A and its affiliates and their respective directors, pay and hold each Secured Party, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates agents and attorneys of controlling parties (Party A and each Secured Party (collectively called the such affiliate or person being an “IndemniteesIndemnified Party”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costsdamages and liabilities, expenses joint 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 onseveral, incurred by, by or asserted against that Indemniteesuch Indemnified Party arising out of, in any manner connection with, or relating to to, the execution or arising out delivery of this AgreementConfirmation, the performance by the parties hereto of their respective obligations under the Transaction, any breach of any covenant or any other document related thereto, representation made by Party B in this Confirmation or the Agreement or the consummation of the transactions contemplated by this Agreementhereby 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, the use preparation for, or intended use of the proceeds defense of any of the Notespending or threatened claim or any action or proceeding arising therefrom, the existence whether or perfection of any Liens, or realization upon any Collateral, or the exercise of any right or remedy not such Indemnified Party is a party thereto. Party B will not be liable under this AgreementIndemnity paragraph to the extent that any loss, claim, damage, liability or any other document related thereto (the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by expense is found in a final non-appealable and nonappealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice to have resulted from Party A’s gross negligence, bad faith, fraud and/or willful misconduct or breach of any claimsrepresentation or covenant of Party A contained herein or violation of the Ownership Limits imposed by the Charter (described herein), actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure 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 notice shall not impair terms are defined in the rights Charter) by Party A. Notice: Non-Reliance: Applicable Additional Acknowledgments: Applicable Agreements and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written notice.Acknowledgments Regarding Hedging Activities: Applicable

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)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, 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 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”)INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE; provided, however, that (i) in no event shall Borrower shall or any Obligor party to a Loan Document have no any obligation hereunder or thereunder to indemnify or hold harmless an Indemnitee hereunder with respect to Indemnified Liabilities arising from a Claim to the gross negligence or willful misconduct of extent that Indemnitee as such Claim is determined by in a final final, non-appealable judgment by a court of competent jurisdiction; and (ii) jurisdiction to result from the gross negligence, bad faith or willful misconduct of such Indemnitee or such Indemnitee’s officers, directors or employees. Each Indemnitee shall give consult with Borrower prompt written notice with respect to the defense of any claimsof the foregoing. In no event shall Borrower, actions any Borrowing Base Guarantor or suits asserted against the any Indemnitee relating to the Indemnified Liabilitieshave any liability for any special, indirect, consequential or punitive damages; provided, however, that failure to provide such notice this sentence shall not impair limit the rights indemnification obligations of Borrower or any Borrowing Base Guarantor under this Agreement. Neither Borrower nor any Borrowing Base Guarantor shall be liable for any settlement of any proceeding effected without Borrower’s prior written consent (which consent shall not be unreasonably withheld), but if settled with such written consent, or if there is a final judgment against an Indemnitee in any such proceeding, Borrower and remedies each Borrowing Base Guarantor agrees to indemnify and hold harmless each Indemnitee in the manner set forth above. No Indemnitee referred to in this paragraph shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeother Loan Documents or the transactions contemplated hereby or thereby.

Indemnity. In addition The Borrowers agree to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay indemnify and hold each Secured Party, harmless the Banks and the their respective officers, directors, employees, agents, consultantsattorneys and representatives (singularly, partnersan "Indemnified Party", auditorsand collectively, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”"Indemnified Parties") harmless from and against any and all liabilitiesloss, obligationscost, lossesliability, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind damage or nature whatsoever expense (including the reasonable and documented fees and disbursements out-of-pocket expenses of counsel for to the Banks, including all local counsel hired by such Indemnitees 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 investigativeother action with respect to the Loan Documents and all documents, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be designated a party thereto) that may be imposed onin addition to any other obligations or liabilities of the Borrowers to the Banks hereunder or at common law or otherwise, incurred by, or asserted against that Indemnitee, in and shall survive any manner relating to or arising out termination of this Agreement, or any other document related thereto, the consummation expiration of the transactions contemplated by this Agreement, Loans and the use or intended use payment of all indebtedness of the proceeds of any of Borrowers to the Banks hereunder and under the Notes, provided that 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, that (i) Borrower Borrowers shall have no obligation under this Section to an Indemnitee hereunder the Bank with respect to Indemnified Liabilities any of the foregoing arising from out of the gross negligence or willful misconduct of that Indemnitee as determined the Bank. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the actual harm caused by a final non-appealable judgment by a court such failure). The Indemnified Party shall have the right to employ, at the Borrowers' expense, counsel of competent jurisdiction; the Indemnified Parties' choosing and (ii) to control the Indemnitee shall give Borrower prompt written notice defense of the Claim. The Borrowers may at their own expense also participate in the defense of any claims, actions or suits asserted against the Indemnitee relating Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to the extent such Indemnified LiabilitiesParty believes it reasonably prudent to protect such Indemnified 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, providedWHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, howeverCONTRIBUTING, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeOR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 11(a)9.02, the Borrower agrees to indemnify, pay and hold harmless the Administrative Agent (and any sub-agent thereof), the Arrangers, each Secured PartyLender and each Related Party of any of the foregoing (each, and the officersan “Indemnitee”), directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (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 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 (i) the Borrower shall have no obligation to an any Indemnitee hereunder under this paragraph with respect to (i) any Indemnified Liabilities arising to the extent such Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of that Indemnitee such Indemnitee, in each case, as determined by a final final, non-appealable judgment by of a court of competent jurisdiction; and 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 Indemnitee shall give Borrower prompt Borrower’s written notice 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, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilitiesdamages, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeetc. arising from any non-Tax claim.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to 10.1.1. Licensee shall indemnify, pay defend and hold each Secured Partyharmless Licensors and their current or former directors, and the governing board members, trustees, officers, directorsfaculties, medical and professional staffs, employees, agentsstudents, consultantsand agents and their respective successors, partnersheirs and assigns (collectively, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilitiesthird party claim, obligationsliability, lossescost, damagesexpense, penaltiesdamage, actionsdeficiency, judgments, suits, claims, costs, expenses and disbursements loss or obligation of any kind or nature whatsoever (including the including, without limitation, reasonable and documented attorney’s fees and disbursements other costs and expenses of counsel for such Indemnitees in connection with any investigativelitigation) (collectively, administrative or judicial proceeding commenced or threatened“Claims”), whether or not such Indemnitee shall be designated a party thereto) that may be imposed onbased upon, incurred byarising out of, or asserted against that Indemnitee, in any manner otherwise 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 practice of any right or remedy 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 right or license granted under this Agreement, except to the extent any such Claim is based on the gross negligence or willful misconduct of any other document related thereto Indemnitee. HHMI and its trustees, officers, employees, and agents (collectively, “HHMI Indemnitees”) will be indemnified, defended by counsel acceptable to HHMI, and held harmless by the “Indemnified Liabilities”); providedLicensee 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 (i) Borrower shall have no obligation is determined with finality by a court of competent jurisdiction to an Indemnitee hereunder with respect to Indemnified Liabilities arising result solely from the gross negligence or willful misconduct of that Indemnitee as determined by an HHMI Indemnitee. As a final non-appealable judgment by a court condition of competent jurisdiction; and indemnification under this Section 10, (iia) the Indemnitee Indemnitees shall give Borrower provide Licensee with prompt written notice of any claimsclaim, actions suit or suits asserted against action for which indemnification is sought (provided that the Indemnitee relating failure of Indemnitees so to notify Licensee will relieve Licensee from liability for indemnification only to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower extent Licensee is materially 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 provide 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 noticeconsent, 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 (c) such settlement would not include an unconditional release of all HHMI Indemnitees from all liability for claims that are the subject matter of the settled Claim.

Indemnity. In addition The Borrowers agree to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay indemnify and hold each Secured Party, harmless the Banks and the their respective officers, directors, employees, agents, consultantsattorneys and representatives (singularly, partnersan "Indemnified Party", auditorsand collectively, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”"Indemnified Parties") harmless from and against any and all liabilitiesloss, obligationscost, lossesliability, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind damage or nature whatsoever expense (including the reasonable and documented fees and disbursements out-of-pocket expenses of counsel for to the Banks, including all local counsel hired by such Indemnitees 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 investigativeother action with respect to the Loan Documents and all documents, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be designated a party thereto) that may be imposed onin addition to any other obligations or liabilities of the Borrowers to the Banks hereunder or at common law or otherwise, incurred by, or asserted against that Indemnitee, in and shall survive any manner relating to or arising out termination of this Agreement, or any other document related thereto, the consummation expiration of the transactions contemplated by this Agreement, Loans and the use or intended use payment of all indebtedness of the proceeds of any of Borrowers to the Banks hereunder and under the Notes, provided that 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, that (i) Borrower Borrowers shall have no obligation under this Section to an Indemnitee hereunder the Bank with respect to Indemnified Liabilities any of the foregoing arising from out of the gross negligence or willful misconduct of that Indemnitee as determined the Bank. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the actual harm caused by a final non-appealable judgment by a court such failure). The Indemnified Party shall have the right to employ, at the Borrowers' expense, counsel of competent jurisdiction; the Indemnified Parties' choosing and (ii) to control the Indemnitee shall give Borrower prompt written notice defense of the Claim. The Borrowers may at their own expense also participate in the defense of any claims, actions or suits asserted against the Indemnitee relating Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to the extent such Indemnified LiabilitiesParty believes it reasonably prudent to protect such Indemnified 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, providedwhether or not that negligence is the sole, howevercontributing, that failure to provide such notice shall not impair the rights and remedies or concurring cause of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeany Claim.

Indemnity. In addition to Whether or not the payment of expenses pursuant to Section 11(a)transactions contemplated hereby are consummated, Borrower agrees to indemnify, pay the Obligors shall indemnify and hold harmless each Secured PartyAgent-Related Person, the Arranger, each Bank and the officerstheir respective affiliates, directors, employeesofficers, agentsemployees and agents (collectively, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “IndemniteesIndemnified Parties”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costsdamages (other than consequential or exemplary damages), liabilities and reasonable out-of-pocket expenses and disbursements of any kind or nature whatsoever (including the including, without limitation, reasonable and documented fees and disbursements of counsel for such Indemnitees counsel, amounts paid in connection with any investigativesettlement and court costs) (collectively, 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”)) 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, however, that (i) Borrower the Obligors shall not be required to reimburse the expenses of more than one counsel for all Indemnified Parties except to the extent that different Indemnified Parties shall have no obligation conflicting interests. Notwithstanding anything herein to an Indemnitee hereunder with respect 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 arising from the Party’s own gross negligence or willful misconduct of that Indemnitee as either determined by in a final non-appealable final, nonappealable judgment by a court of competent jurisdiction; jurisdiction or otherwise agreed to in writing by such Indemnified Party and (ii) the Indemnitee shall give Borrower prompt written notice of Obligors. If for any claims, actions reason the indemnification provided for herein is unavailable to any Indemnified Party or suits asserted against the Indemnitee relating 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 LiabilitiesParty as a result of such loss, providedclaim, howeverdamage, that failure liability or expense in such proportion as is appropriate to provide reflect the relative benefits received by the Obligors, on the one hand, and such notice shall not impair Indemnified Party, on the rights other hand, and remedies also the respective fault of the parties hereunder unless Borrower is materially prejudiced by Obligors, on the one hand, and such failure to provide prompt written noticeIndemnified Party, on the other hand, as the case may be, as well as any other relevant equitable considerations. This Section 12.5 shall survive the termination of this Agreement.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)Writer hereby indemnifies, Borrower agrees to indemnifysaves and holds Publisher, pay his or her successors and hold each Secured Partyassigns, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsliability, claims, costsdemands, expenses losses and disbursements of any kind or nature whatsoever damages (including the reasonable and documented counsel 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 theretocourt costs) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of or connected with any claim or action by a third party which is inconsistent with any of the warranties, representations or agreements made by Writer in this Agreement, and Writer shall reimburse Publisher, on demand, for any loss, cost, expense 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, that (i) Borrower shall have no obligation damage to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee which said indemnity applies. Publisher shall give Borrower Writer prompt written notice of any claimsclaim or action covered by said indemnity, actions and Writer shall have the right, at Writer's expense, to participate in the defense of any such claim or suits asserted against action with counsel of Writer's choice. Pending the Indemnitee relating 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 Agreement or under any other agreement between Writer & Publisher or its affiliates as shall be reasonable related to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies amount of the parties hereunder unless Borrower claim and estimated counsel fees and costs. If Publisher shall settle or compromise any such claim or action, the foregoing indemnity shall cover only that portion (if 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 or compromise which Publisher is materially prejudiced by 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 failure bond within ten (10) business days, Writer shall be deemed to provide prompt written noticehave approved of said settlement or compromise.

Indemnity. In addition 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 (to the payment of expenses pursuant to Section 11(a)extent that such persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, 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 from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses expenses, interest awards, judgments and disbursements of penalties, including any kind or nature whatsoever (adverse tax consequences, out-of-pocket costs and expenses, including the reasonable and documented out-of-pocket legal fees and disbursements of counsel for such Indemnitees disbursements, suffered or incurred in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out result 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from any breach by the gross negligence or willful misconduct applicable party of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; such party’s representations and warranties and (ii) any non-performance by the Indemnitee applicable party of such party’s covenants or agreements contained in this Agreement. The indemnified party shall give Borrower prompt 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 claims, actions Claim (other than a Claim by or suits asserted on behalf of the indemnifying party to procure a judgment in its favour against the Indemnitee relating 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 Liabilitiesindemnified 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 provide such notice so keep the indemnifying party apprised of the progress of any Claim shall not impair relieve the rights and remedies 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 the indemnified party shall be made by either the indemnifying party or the indemnified party without the prior written consent of the parties hereunder other party, such consent not to be unreasonably withheld or delayed, unless Borrower is materially prejudiced such settlement includes an unconditional general release of the indemnified party without any admission of negligence, misconduct, liability or responsibility by such failure the 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-appealable determination or settlement, then the indemnifying party will promptly pay the Claim Amount to provide prompt written noticethe indemnified party.

Indemnity. In addition to The Recipient releases the payment of expenses pursuant to Section 11(a)Village from, Borrower and covenants and agrees that the Village shall not be liable for, and covenants and agrees to defend, indemnify, pay and hold each Secured Partyharmless the Village and its elected and appointed officials, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless agents from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities, actionsinvestigations, judgmentsor expenses, suitsof every conceivable kind, claimscharacter 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 and all costs, reasonable attorney’s fees, liabilities, and expenses and disbursements of any kind incurred in connection with investigating, defending against, or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees otherwise in connection with any investigativesuch losses, administrative claims, damages, liabilities, investigations, or judicial proceeding commenced 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 threatenedcauses of action. The provisions of this section shall survive this Agreement’s voluntary or involuntary termination. The Recipient understands and acknowledges that, whether depending on how the Recipient uses the Award, the Award and any work or not 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 Indemnitee contract. If the prevailing wage rates are revised, the revised rates shall be designated a party thereto) that 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 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure obligated to provide such notice shall not impair documents, information and certifications, including appropriate payroll certifications, as are necessary to comply with the rights Act. The Recipient will maintain segregated accounting records detailing expenses incurred and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticepaid for with public and private funds.

Indemnity. In addition to To the payment maximum extent permitted by law, the District hereby assumes liability for, and hereby agrees (whether or not any of expenses pursuant to Section 11(a), Borrower agrees the transactions contemplated hereby are consummated) to indemnify, pay protect, save and hold each Secured Partykeep harmless the Escrow Bank and its respective successors, and the officers, directors, employeesassigns, agents, consultantsemployees and servants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented legal fees and disbursements 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 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 that Indemniteethe same by the District or any other person under any other agreement or instrument, but without double indemnity) in any manner way relating to or arising out of this Agreementthe execution, or any other document related thereto, the consummation delivery and performance of the transactions contemplated by this Agreement, the use or intended use establishment hereunder of the proceeds of any Escrow Fund, the acceptance of the Notesfunds and securities deposited therein, the existence or perfection purchase of the Investment Securities and any LiensSubstitute Investment Securities, or realization upon the retention of the Investment Securities and any Collateral, Substitute Investment Securities or the exercise proceeds thereof and any payment, transfer or other application of any right moneys or remedy under securities by the Escrow Bank in accordance with the provisions of this Agreement, or any other document related thereto (the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice the District shall not impair be required to indemnify the rights and remedies Escrow Bank against the Escrow Bank’s own negligence or willful misconduct or the negligent or willful misconduct of the parties hereunder unless Borrower is materially prejudiced Escrow Bank’s respective successors, assigns, agents and employees or the breach by such failure the Escrow Bank of the terms of this Agreement. In no event shall the District or the Escrow Bank be liable to provide prompt written noticeany person by reason of the transactions contemplated hereby other than to each other as set forth in this section. The indemnities contained in this section shall survive the termination of this Agreement and the resignation or removal of the Escrow Bank.

Indemnity. In addition Subject to the payment provisions of expenses pursuant to this Section 11(a)3.4, Borrower agrees to indemnify, pay the Company will indemnify and hold each Secured PartyInvestor and its directors, and the officers, directorsstockholders, employeesemployees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) (each, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the a “IndemniteesIndemnified Party”) harmless from and against any and all losses, liabilities, obligations, lossesclaims, contingencies, damages, penaltiescosts and expenses, actions, including all judgments, suitsamounts paid in settlements, claims, costs, expenses court costs and disbursements of any kind or nature whatsoever (including the reasonable and documented attorneys’ fees and disbursements costs of counsel for investigation that any such Indemnitees in connection with any investigative, administrative Indemnified Party may suffer or judicial proceeding commenced incur due to a claim by a third party as a result of 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 breach of any of the Notesrepresentations, warranties, covenants or agreements made by the existence or perfection Company in this Agreement. If any action shall be brought against any Indemnified Party in respect of any Liens, or realization upon any Collateral, or the exercise of any right or remedy under which indemnity may be sought pursuant to this Agreement, or such Indemnified Party shall promptly notify the Company in writing, and the Company shall have 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 other document related thereto (such action and participate in the “defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Liabilities”); provided, Party except to the extent that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined employment thereof has been specifically authorized by a final non-appealable judgment by a court of competent jurisdiction; and the Company in writing, (ii) the Indemnitee 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 give Borrower prompt 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 Party under this Agreement (y) for any settlement by a Indemnified Party effected without the Company’s prior written notice consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Indemnified Party’s breach of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced representations, warranties, covenants or agreements made by such failure Indemnified Party in this Agreement. The Company will have the exclusive right to provide prompt written notice.settle any claim or proceeding,

Indemnity. In addition THE SUPPLIER/PROVIDER SHALL INDEMNIFY, AND HOLD HARMLESS AND DEFEND HISD AND EACH OF IT’S PAST, PRESENT AND FUTURE OFFICERS, TRUSTEES, AGENTS, AND EMPLOYEES IN THEIR INDIVIDUAL AND OFFICIAL CAPACITIES, FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES OR DAMAGES, INCLUDING ATTORNEYS’ AND EXPERTS’ FEES, COURT COSTS AND EXPENSES INCURRED BY HISD AND IT’S OFFICERS, TRUSTEES, AGENTS AND EMPLOYEES, FOR: (1) INJURY OR DEATH TO PERSONS; (2) DAMAGE TO, OR DESTRUCTION OF, PROPERTY; AND (3) LAWSUITS, DEMANDS OR CAUSES OF ACTION OF WHATSOEVER KIND OR NATURE BASED UPON, RESULTING FROM, ARISING OUT OF, OR IN CONNECTION WITH, ANY ACT, ERROR, OMISSION, MISREPRESENTATION, OR MISCONDUCT BY SUPPLIER/PROVIDER, AND ITS EMPLOYEES, OFFICERS, SUB-CONSULTANTS, SUB-CONTRACTORS OR AGENTS ARISING OUT OF, OR IN CONNECTION WITH, SUPPLIER’S/PROVIDER’S PERFORMANCE OF THE AGREEMENT. All obligations as set forth in this paragraph shall survive the completion of or termination of the Agreement. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation, such legal limitations are made a part of the indemnification obligation to the payment minimum extent necessary to bring the provision into conformity with the requirements of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay and hold each Secured Partysuch limitations, and as so modified, the officersindemnification obligations shall continue in full force and effect. Nothing in this Contract shall be construed to create a claim or cause of action against the District for which it is not otherwise liable, directorsnor to waive any immunity or defense to which the District may be entitled nor to create an impermissible deficiency debt of the District. CRIMINAL HISTORY BACKGROUND CHECK Pursuant to Sections 22.0834, 22.0835 and 22.085 of the Texas Education Code, Provider hereby certifies that all employees, agentssubcontractors and volunteers of the Provider who are hired by Provider on or after January 1, consultants2008, partnerswho have or will have continuing duties related to the contracted services, auditorsand have or will have direct contact with students, accountantshave passed a national criminal history background record information review as required by those sections. Provider must provide a list of the names and dates of birth of all employees who have passed the background check to District’s Office of Ethics & Compliance in person or via email at xxxxxx@xxxxxxxxxx.xxx. If Provider’s employees, affiliates subcontractors or volunteers have no contact with HISD students, Provider shall so certify on a prescribed form to the Office of Ethics & Compliance, and attorneys will be considered to be in compliance with the requirements of each Secured Party this contract. Provider shall send or ensure that the employee or applicant sends to the Texas Department of Public Safety (collectively called the “IndemniteesDPS”) harmless information that is required by the DPS for obtaining national criminal history record information, which may include fingerprints and photographs. DPS shall obtain the person’s national criminal history record information and report the results through the criminal history clearinghouse as provided by Section 411.0845, Government Code. Providers that have more than 4 employees must set up an account with the Texas Department of Public Safety (“DPS”) in order to obtain criminal histories on their covered employees. To set up an account with DPS, a Provider should contact the crime records service bureau at 000-000-0000. Providers with up to 4 employees must obtain a FAST PASS from the District in order to obtain their criminal history. Appointments must be made with IdentoGo, in accordance with the instructions included with the FAST Pass, who will then notify HISD electronically that the background checks have been done. Providers should contact the District’s Human Resources Department to obtain the FAST PASS and against any scheduling instructions at 000 000-0000. Providers must present a list of all employees who may have direct contact with students to HISD. Provider must also obtain certifications from all subcontractors that their employees to whom Section 22.0834 applies have also passed a national criminal history background record information review. Provider must also provide assurances that all of its employees, subcontractors and all liabilitiesvolunteers, obligationsincluding those hired before January 1, losses2008, damageswho have contact with students have passed a criminal history background check current within the last year. If an employee, penaltiessubcontractor or volunteer of the Provider has a criminal conviction or has received deferred adjudication for a felony offense or a misdemeanor involving moral turpitude, actionsthe District may elect not to enter into this Contract, judgments, suits, claims, costs, expenses and disbursements or cancel the Contract. WARNING: Section 44.034 of any kind the Texas Education Code requires that a person or nature whatsoever (including business entity that enters into a contract with a school district must give advance notice to the reasonable and documented fees and disbursements district if the person or an owner or operator of counsel for such Indemnitees the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in connection the conviction of a felony. The District may terminate this Contract if the district determines that the person or business entity failed to comply with any investigativeof these provisions, administrative failed to give notice as required by Section 44.034 (a) or judicial proceeding commenced misrepresented the conduct resulting in the conviction. The District will compensate the person 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, business entity for undisputed services performed before the consummation termination of the transactions contemplated contract. RELEASE OF INFORMATION Unless required by this Agreement, the use or intended use of the proceeds of any of the Noteslaw, the existence and terms of this Contract may not be disclosed by Provider to any third party without the prior written consent of HISD. Provider may not publish or perfection of use 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee publicity materials relating to this Contract or use HISD’s name without the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies written consent of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeHISD.

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 11(a)the Company, 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 from and against any and all liabilities, obligations, losses, damages, penalties, actionsExpenses, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever 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 reasonable Indemnitee, the Company shall advance, to the fullest extent permitted by applicable law, any and documented fees and disbursements of counsel for such Indemnitees all Expenses incurred by Indemnitee in connection with any investigativeProceeding to the Indemnitee (an “Expense Advance”), administrative 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 judicial proceeding commenced or threatenedstatements requesting such advances from time to time. Notwithstanding anything in this Agreement to the contrary, whether or not such the Indemnitee shall not be designated 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, that the foregoing shall not limit the Indemnitee’s right to indemnification hereunder in connection with the defense of any counterclaims brought against the Indemnitee in a party thereto) Proceeding initiated by the Indemnitee; and, provided, further, that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out for purposes 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment frivolous counterclaims, impleadings or other responsive or defensive actions by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against not be deemed Proceedings initiated by the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeIndemnitee.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)4.15 and Section 9.6, Borrower agrees 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 indemnifyindemnify each Lender, pay each holder of any Loan or, Senior Note and hold each Secured Partyany Warrant and any stockholder, general partner, limited partner, officer, director, agent and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys Affiliate of each Secured Party any such Lender or holder (collectively called the “"Indemnitees”) "), in respect of, and hold them harmless from and against 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 onLosses suffered, incurred by, or asserted against that Indemniteesustained by any of them or to which any of them becomes subject, in any manner relating to or arising out of or relating to this Agreement, or any other document related theretothe Operative Agreements, the consummation of Lenders' agreements to make the transactions contemplated by this Agreement, Loans or 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 Loans hereunder (the “"Indemnified Liabilities”"); provided, that (i) Borrower the Indemnitor shall not have no any obligation to an Indemnitee hereunder with respect to an Indemnified Liabilities arising Liability to the extent that such Indemnified Liability arises solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee. Each Indemnitee shall give Borrower the Indemnitor prompt written notice of any claimsclaim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, actions that any failure to give such notice shall not affect the obligations of the 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 time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that no Indemnitor will settle any such claim without (i) the appropriate Indemnitee's prior written consent which consent shall not be unreasonably withheld or suits asserted against (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to the Indemnified Liabilitiescircumstances 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 claim to the extent and subject to the limitations set forth herein; provided, however, that failure to provide such notice the Indemnitor shall not impair be entitled to control the rights 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 controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 9.4 that is effected without its prior written consent. To the extent that the undertaking to indemnify and remedies hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any Law or public policy, the parties hereunder unless Borrower Company shall contribute the maximum portion which it is materially prejudiced permitted to pay and satisfy under applicable Law, to the payment and satisfaction of all Indemnified Liabilities incurred by such failure to provide prompt written noticethe Indemnitee for any of them.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)EACH BORROWER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS (AS HEREIN DEFINED) THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE BY ANY PERSON OTHER THAN ANOTHER INDEMNITEE, 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 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”)INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE; providedprovided however, that (i) Borrower in no event shall any party to a Loan Document have no any obligation thereunder to indemnify or hold harmless an Indemnitee hereunder with respect to Indemnified Liabilities arising from a Claim to the gross negligence or willful misconduct of extent that Indemnitee as such Claim (x) is determined by in a final final, non-appealable judgment by a court of competent jurisdictionjurisdiction 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) 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 any such indemnified person against any other indemnified person (other than an Indemnitee acting in its capacity as agent, arranger or any other similar role in connection with the Loans unless such claim would otherwise be excluded pursuant to clause (x) above) and (iiz) settlements effected without Borrower Agent’s prior written consent (not to be unreasonably withheld or delayed), 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 Indemnitee extent any of the foregoing items in clause (x) through (z) above occurs. The foregoing shall give Borrower prompt written notice 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 claimsrelevant jurisdiction (and, actions 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 suits asserted against the Indemnitee relating to this Agreement, the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies Borrowers’ use or proposed use of proceeds of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written notice.Loans or the commitments and any other transactions connected therewith

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay indemnify and hold each Secured Party, harmless the Banks and the their respective officers, directors, employees, agents, consultantsattorneys and representatives (singularly, partnersan "Indemnified Party", auditorsand collectively, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”"Indemnified Parties") harmless from and against any and all liabilitiesloss, obligationscost, lossesliability, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind damage or nature whatsoever expense (including the reasonable and documented fees and disbursements out-of-pocket expenses of counsel for to the Banks, including all local counsel hired by such Indemnitees 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 investigativeother action with respect to the Loan Documents and all documents, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be designated a party thereto) that may be imposed onin addition to any other obligations or liabilities of Borrower to the Banks hereunder or at common law or otherwise, incurred by, or asserted against that Indemnitee, in and shall survive any manner relating to or arising out termination of this Agreement, or any other document related thereto, the consummation expiration of the transactions contemplated by this Agreement, Revolving Loans and the use or intended use payment of all indebtedness of Borrower to the proceeds of any of Banks hereunder and under 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 (i) Borrower shall have no obligation under this Section to an Indemnitee hereunder the Bank with respect to Indemnified Liabilities any of the foregoing arising from out of the gross negligence or willful misconduct of that Indemnitee as determined any Indemnified Party. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify Borrower of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the actual harm caused by a final non-appealable judgment by a court such failure). The Indemnified Party shall have the right to employ, at Borrower's expense, counsel of competent jurisdiction; the Indemnified Parties' choosing and (ii) to control the Indemnitee shall give defense of the Claim. Borrower prompt written notice may at its own expense also participate in the defense of any claims, actions or suits asserted against the Indemnitee relating Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to the extent such Indemnified LiabilitiesParty believes it reasonably prudent to protect such Indemnified 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 ordinary negligence, providedwhether or not that negligence is the sole, howevercontributing, that failure to provide such notice shall not impair the rights and remedies or concurring cause of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeany Claim.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees You agree to indemnify, pay defend and hold each Secured Partyharmless Thawte, and the its directors, shareholders, officers, directorsagents, employees, agents, consultants, partners, auditors, accountants, affiliates successors and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless assigns from and against any and all liabilitiesthird party claims, obligationssuits, lossesproceedings, judgments, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever costs (including the reasonable and documented attorney's 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 theretoexpenses) 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, from (i) the consummation of the transactions contemplated by this Agreement, the use or intended use of the proceeds breach of any of the Notesyour warranties, the existence or perfection of any Liens, or realization upon any Collateral, or the exercise of any right or remedy representations and obligations under this Agreement, (ii) any falsehoods or misrepresentations of fact you make on the Certificate Application, (iii) any other document related thereto 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 “Indemnified Liabilities”Certificate Application if the misrepresentation or omission was made negligently or with 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 claim, and you shall bear full responsibility for the defense of such claim (including any settlements); providedprovided however, that (ia) Borrower you keep Thawte informed of, and consult with Thawte in connection with the progress of such litigation or settlement; (b) you shall not have no obligation any right, without Thawte’s written consent, which consent shall not be unreasonably withhold, to an Indemnitee hereunder with respect settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to Indemnified Liabilities arising from or admission or acknowledgement of, any liability or wrongdoing (whether in contract, tort, or otherwise) on the gross negligence part of Thawte, or willful misconduct of that Indemnitee as determined by a final requires any specific performance or non-appealable judgment pecuniary remedy by a court of competent jurisdictionThawte; and (iic) Thawte shall have the Indemnitee shall give Borrower prompt written notice right to participate in the defense of a claim with counsel of its choice at its own expense. The terms of this Section 15 will survive any termination of this Agreement. As a Relying Party, you agree to indemnify, defend and hold harmless Thawte, its directors, shareholders, officers, agents, employees, successors and assigns from any and all third party claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilitiessuits, providedproceedings, howeverjudgments, that failure to provide such notice shall not impair the rights damages, and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written notice.costs (including reasonable attorney's fees and expenses) arising from

Indemnity. In addition to the payment of expenses pursuant Subject to Section 11(a)11, Borrower each of Buyer and Seller (in such capacity, "Indemnitor") agrees to indemnify, pay indemnify and hold each Secured Partythe other party (in such capacity, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”"Indemnitee") harmless from and against any and all liabilitiesloss, obligationscost, lossesliability, damagesdamage or expense including, penaltieswithout limitation, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented attorneys' fees and disbursements of counsel for such Indemnitees costs in all trial and appellate proceedings ("Losses") incurred in connection with any investigativeclaim by a third party, administrative including, without limitation, any current or judicial proceeding commenced former shareholder, director, officer, employee or threatenedagent of Seller (a "Claim"), whether or not such Indemnitee shall be designated a party thereto) that may be imposed onmade, incurred by, or asserted against that Indemnitee, in any manner relating to 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, or any other document related thereto, . The Indemnitor will have the consummation of right to settle all Claims upon terms and conditions acceptable to 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”)Indemnitor; provided, provided that (i) Borrower shall have no obligation to such settlement includes an unconditional release of the Indemnitee hereunder from all liability with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; such Claim and (ii) such settlement does not involve the imposition of equitable remedies or the imposition of any material obligations on the Indemnitee shall give Borrower prompt written notice 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 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 claims, actions or suits asserted against the Claim. The Indemnitee relating will also make available to the Indemnified LiabilitiesIndemnitor, providedas reasonably requested, howeverits personnel (including technical), that failure agents and other representatives who are responsible for preparing or maintaining information, records or other documents, or who may have particular knowledge with respect to provide such notice shall not impair any Claim. 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, and/or assign to Indemnitor, any rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure contribution or to provide prompt written noticereimbursement, whether contractual or otherwise.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)Indigo shall indemnify HP and shall hold HP harmless, 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 from and against any and all liabilities, obligations, losses, costs and damages, penaltieshowever arising, actionsrelating to any claim by a third party that the offer for sale, judgmentssale, suitsimportation, claims, costs, expenses and disbursements licensing or leasing or use of any kind OEM Product infringes rights of any such third parties to any Intellectual Property. Indigo hereby agrees to defend any suit or nature whatsoever proceeding brought against HP by any such third party, provided that Indigo is notified promptly in writing of such suit or proceeding, and provided further that Indigo shall receive (i) full and complete authority to conduct the defense of such suit 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 HP being in breach of any agreement or arrangement with a third party, which HP may decline to accept in its absolute discretion and without in anyway affecting Indigo's obligations under the reasonable indemnity set forth in this section 11.2), (ii) at Indigo's sole cost all information that HP may have 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 onpertinent 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, incurred byIndigo shall pay all damages and costs awarded therein against HP, or asserted against provided that IndemniteeHP has given Indigo the authority, in any manner relating to or arising out information and assistance required 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, that (i) Borrower shall have no obligation to an Indemnitee it hereunder with respect to Indemnified Liabilities arising from such defense. Anything herein to the gross negligence contrary notwithstanding, in no event shall Indigo have any liability or willful misconduct 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 HP, its distributors, or customers (including, without limitation, the addition of a front-end product) and/or (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 Indemnitee any OEM Product shall be held to be infringing and its offer for sale, sale, importation, licensing or leasing, or use enjoined, Indigo shall, at its own expense, procure for HP and its distributors the 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 determined by a final aforesaid so that it becomes non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeinfringing.

Indemnity. In addition Nippon Eurotec agrees that Natus has the right to defend, --------- or at its option to settle, and Natus agrees, at its own expense, to defend or at its option to settle, any third party claim, suit or proceeding (collectively, "Action") brought against Nippon Eurotec alleging the Products infringe any patent, copyright or trademark in existence as of the Effective Date, subject to the payment limitations hereinafter set forth. Natus will have sole control of expenses pursuant to Section 11(a)any such Action or settlement negotiations, Borrower and Natus agrees to indemnifypay, pay and hold each Secured Partysubject to the limitations hereinafter set forth, any final judgment entered against Nippon Eurotec on such issue in any such Action defended by Natus. Nippon Eurotec agrees that Natus will be relieved of the foregoing obligations unless Nippon Eurotec notifies Natus promptly in writing of such Action, gives Natus authority to proceed as contemplated herein, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates gives Natus proper and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from full information and against assistance to settle and/or defend 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 byAction. If it is adjudicatively determined, or asserted against if Natus believes, that Indemnitee, in any manner relating to or arising out of this Agreementthe Products, or any other document related theretopart thereof, infringe any patent, copyright or trademark, or if the consummation of the transactions contemplated by this Agreement, the use sale 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 AgreementProducts, or any other document related thereto (the “Indemnified Liabilities”); providedpart thereof, that is, as a result, enjoined, then Natus may, at its election, option, and expense: (i) Borrower shall have no obligation procure for Nippon Eurotec the right under such patent, copyright or trademark to an Indemnitee hereunder with respect to Indemnified Liabilities arising from sell or use, as appropriate, the gross negligence Products or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdictionsuch part thereof; and or (ii) replace the Indemnitee shall give Borrower prompt Products, or part thereof, with other noninfringing suitable Products or parts; or (iii) suitably modify the Products or part thereof; or (iv) remove the Products, or part thereof, terminate distribution or sale thereof and refund the payments paid by Nippon Eurotec for such Products less a reasonable amount for use and damage. Natus will not be liable for any costs or expenses incurred without its prior written notice authorization, or for any installation costs of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticereplaced Products.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to (a) The Issuer shall indemnify, pay defend and hold each Secured Party, harmless the Security Trustee (and the its officers, directors, employees, representatives and agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against against, any and all liabilitiesloss, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind liability or nature whatsoever expense (including the reasonable and documented legal fees and disbursements of counsel for such Indemnitees expenses) incurred by it without negligence or bad faith on its part in connection with any investigative, administrative the acceptance 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 administration of this AgreementAgreement 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 other document related thereto, of its officers in connection with the consummation of the transactions contemplated by this Agreement, the use exercise or intended use of the proceeds performance of any of the Notes, the existence its powers 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, that duties hereunder. The Security Trustee (i) Borrower must provide reasonably prompt notice to the Issuer of any claim for which indemnification is sought, provided that the failure to provide notice shall have no obligation only limit the indemnification provided hereby to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence extent of any incremental expense or willful misconduct actual prejudice as a result of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdictionsuch failure; and (ii) the Indemnitee shall give Borrower prompt written must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any claimssettlement without the written consent of the Issuer, actions which consent shall not be unreasonably withheld. The Issuer shall not be required to reimburse any expense or suits asserted indemnify against any loss or liability incurred by the Indemnitee relating 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 negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the Issuer may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the Issuer shall engage and pay the expenses of separate counsel for the indemnified person to the Indemnified Liabilities, provided, however, extent that failure the interests of the Security Trustee are in conflict with those of the Issuer and (iii) the indemnified person shall have the right to provide such notice disapprove the counsel designated by the Issuer which disapproval shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticebe unreasonably given.

Indemnity. In addition to The Liquidation Trust Administrator, the payment members of expenses pursuant to Section 11(a)the Liquidation Trust Committee, Borrower agrees to indemnifyXxx X. Xxxxxxxx, pay and hold each Secured PartyXxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxxxx, and the their respective agents, employees, officers, directors, employeesprofessionals, agents, consultants, partners, auditorsattorneys, accountants, affiliates advisors, representatives and attorneys of each Secured Party principals (collectively called collectively, the “IndemniteesIndemnified Parties”) shall be indemnified and held harmless by the Liquidation Trust, to the fullest extent permitted by law, solely from and against the Liquidation Trust Assets and/or the Trust Proceeds for any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and expenses, actionsincluding, judgmentswithout limitation, suitsreasonable attorneys’ fees, claims, costs, disbursements and related expenses and disbursements of any kind which the Indemnified Parties may incur or nature whatsoever (including to which the reasonable and documented fees and disbursements of counsel for such Indemnitees Indemnified Parties may become subject in connection with any investigativeaction, administrative suit, proceeding or judicial proceeding commenced investigation brought or threatened, whether threatened against one 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 more of the transactions contemplated by this Agreement, the use or intended use Indemnified Parties on account of the proceeds of any acts or omissions of the Notes, the existence or perfection of any Liens, or realization upon any Collateral, Liquidation Trust Administrator or the exercise members of any right or remedy under this Agreement, or any other document related thereto (the “Indemnified Liabilities”)Liquidation Trust Committee solely in their capacity as such; provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice the Liquidation Trust shall not impair be liable to indemnify any Indemnified Party for any act or omission constituting gross negligence, fraud or reckless, intentional or willful misconduct. Notwithstanding any provision herein to the rights and remedies contrary, the Indemnified Parties shall be entitled to obtain advances from the Liquidation Trust to cover their reasonable expenses of defending themselves in any action brought against them as a result of the parties hereunder unless Borrower is materially prejudiced by acts or omissions, actual or alleged, of an Indemnified Party in its capacity as such; provided, however, that the Indemnified Parties receiving such failure advances shall repay the amounts so advanced to provide prompt written noticethe 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. In addition to the payment of expenses pursuant to Section 11(a), Borrower The Grantor (as “Indemnitor”) agrees to indemnify, pay and hold each the Secured PartyParties, and the officers, directors, partners, managers, members, employees, agents, consultantsand Affiliates of the Secured Parties (collectively, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all other liabilities, costs, expenses, obligations, losseslosses (other than lost profit), damages, penalties, actions, judgments, suits, claims, costs, expenses claims and disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable and documented fees and disbursements of one counsel for such Indemnitees Indemnitees) in connection with any investigative, administrative or judicial proceeding commenced or threatenedthreatened (excluding claims among Indemnitees), whether or not such Indemnitee shall be designated a party thereto) that , which 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 Agreement (the “Indemnified Liabilities”); provided, provided that (i) Borrower the Indemnitor shall not have no any obligation to an Indemnitee hereunder with respect to an Indemnified Liabilities arising Liability to the extent that such Indemnified Liability arises from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court or any of competent jurisdiction; and (ii) the its officers, directors, partners, managers, members, employees, agents and/or Affiliates. Each Indemnitee shall give Borrower the Indemnitor prompt written notice of any claims, actions or suits asserted against the claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee relating to the Indemnified Liabilities, provided, however, has knowledge; provided that any failure to provide give such notice shall not impair affect the rights and remedies obligations of the parties Indemnitor. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder unless Borrower (provided that the Indemnitor will not settle any 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 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 materially prejudiced responsible to the Indemnitee with respect to such 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 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 its prior written consent, which consent shall not be unreasonably withheld. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 11 may be unenforceable because it is violative of any law or public policy, the Grantor shall contribute the maximum portion which 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. Notwithstanding anything to the contrary in this Agreement, no party shall be liable to the other party or any third party for any indirect, incidental, exemplary, special, punitive or consequential damages (including with respect to lost revenue, lost profits or savings or business interruption) of any kind or nature whatsoever suffered by the other party or any third party howsoever caused and regardless of the form or cause of action, even if such failure to provide prompt written noticedamages are foreseeable or such party has been advised of the possibility of such damages. The provisions of this Section 11 shall survive the termination of this Agreement.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to Tenant shall indemnify, pay protect, defend and save and hold each Secured PartyLandlord, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party Landlord’s Agents (collectively called the “IndemniteesIndemnified Parties”) harmless from and against any and all losses, costs, liabilities, obligations, losses, damages, penalties, actionsclaims, judgments, suitsliens, claimsdamages (including consequential damages) and expenses, including, without limitation, reasonable attorneys’ fees and costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees investigation costs, incurred 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, from: (a) any default by Tenant in the observance or any other document related thereto, the consummation of the transactions contemplated by this Agreement, the use or intended use of the proceeds performance of any of the Notesterms, the existence covenants or perfection conditions of any Liensthis Lease on Tenant’s part to be observed or performed, or realization upon any Collateral, or the exercise of any right or remedy including Tenants obligations under this Agreement, or any other document related thereto (the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder Article 6 with respect to Indemnified Liabilities arising the Ground Lease, (b) 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 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 caused by the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; the Indemnified Parties, and (iid) any negligence of Tenant or of Tenant’s Agents, in, on or about the Indemnitee shall give Borrower prompt written notice of Premises, the Building or the Common Area. In case any claimsaction or proceeding be brought, actions made or suits asserted initiated against the Indemnitee 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 claim, action or proceeding by counsel approved by the Indemnified LiabilitiesParties. Notwithstanding the foregoing, providedto the extent any Indemnified Party reasonably believes a conflict of interest exists between such Indemnified Party and any other Indemnified Party, however, that failure to provide such notice shall not impair the rights and remedies each of the parties hereunder unless Borrower Indemnified Parties may retain its own counsel to defend or assist in defending any claim, action or proceeding, and Tenant shall pay the reasonable fees and disbursements of such counsel. Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease. Each of the Indemnified Parties is materially prejudiced by such failure an intended third-party beneficiary of this Section 14.1 and shall be entitled to provide prompt written noticeenforce the provisions hereof.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower Tenant hereby agrees to indemnify, pay defend and hold each Secured Partyharmless Landlord and its employees, and the members, officers, directorsmanagers, employeespartners, agents, consultantsproperty managers, partnerscontractors, auditors, accountants, affiliates lenders and attorneys of each Secured Party ground lessors (said persons and entities are hereinafter collectively called referred to as the “IndemniteesIndemnified Parties”) harmless from and against any and all liabilitiesliability, obligationsloss, lossescost, damagesdamage, claims, loss of rents, liens, judgments, penalties, actionsfines, judgments, suits, claims, 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 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 theretohereinafter collectively referred to as “Damages”) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of or related to an “Indemnified Matter” (as defined below). For purposes of this AgreementSection 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; Tenant’s breach of or non-compliance with, any of the 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 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 matters for which Tenant has agreed to indemnify Landlord pursuant to any other document related thereto 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 Liabilities”); providedParty, that at Tenant’s sole expense, within ten (i10) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising days after written demand from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice Indemnified Party, of any claims, actions action or suits asserted against the Indemnitee 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 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 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 section shall not be released, reduced or otherwise limited because one or more of the Indemnified Liabilities, provided, however, that failure Parties are or may be actively or passively negligent with respect to provide such notice an Indemnified Matter. This indemnity is intended to apply to the fullest extent permitted by applicable law. Tenant’s obligations under this section shall not impair survive the rights and remedies expiration or termination of the parties hereunder this Lease unless Borrower is materially prejudiced specifically waived in writing by such failure to provide prompt written noticeLandlord after said expiration or termination.

Indemnity. In addition Tenant shall indemnify, defend (by counsel reasonably acceptable to the payment of expenses pursuant to Section 11(aLandlord), Borrower agrees to indemnify, pay protect and hold each Secured Party, Landlord and the officersLandlord’s trustees, directors, employeesofficers, agents, consultantsemployees, partnerscontractors, auditorsrepresentatives, accountantsproperty managers, affiliates students and attorneys of each Secured Party volunteers and their respective successors and assigns (collectively called the collectively, “IndemniteesLandlord’s Agents”) ), free and harmless from and against any and all claims, liabilities, obligations, losses, damages, penalties, actionsforfeitures, judgments, suits, claims, costs, losses or expenses and disbursements of any kind or nature whatsoever (including the reasonable attorneys’ and documented consultants’ fees and disbursements oversight and response costs) to the extent arising from (a) Environmental Activity by Tenant or Tenant’s Agents; or (b) failure of counsel for such Indemnitees in connection Tenant or Tenant’s Agents to comply 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder Environmental Law with respect to Indemnified Liabilities arising from Tenant’s Environmental Activity; or (c) Tenant’s failure to remove Tenant’s Hazardous Materials as required in Section 12.4 or attain full facility closure at the gross negligence 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 willful misconduct proceedings are groundless, false or fraudulent; conducting all negotiations of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdictionany description; and (ii) promptly paying and discharging when due any and all judgments, penalties, fines or other sums due against or from Landlord or the Indemnitee shall give Borrower prompt written notice of any Premises. Prior to retaining counsel to defend such claims, actions suits or suits asserted against proceedings, Tenant shall obtain Landlord’s written approval of the Indemnitee relating to identity of such counsel, which approval shall not be unreasonably withheld, conditioned or delayed, in the Indemnified Liabilities, provided, however, that event Tenant’s failure to provide such notice shall not impair surrender the rights and remedies Premises at the expiration or earlier termination of this Lease free of Tenant’s Hazardous Materials prevents Landlord from reletting the Premises, or reduces the fair market and/or rental value of the parties hereunder unless Borrower is materially prejudiced by such failure Premises or any portion thereof, Tenant’s indemnity obligations shall include all losses to provide prompt written noticeLandlord arising therefrom.

Indemnity. In addition to the payment of expenses pursuant to Lessee shall indemnify, defend and keep harmless Lessor and any Assignee (as defined in Section 11(a17), Borrower agrees to indemnifyand their respective members, pay managers, officers agents and hold each Secured Partyemployees (each, and the officersan "Indemnitee"), directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses Claims (other than such as may directly 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising proximately result from 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 as determined by a final non-appealable judgment by a court from the consequences of competent jurisdiction; its own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and (ii) the to further indemnify each such Indemnitee with respect to Claims for which such Indemnitee is strictly liable. Lessor shall give Borrower Lessee prompt written 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 (1) no Default or Event of Default has occurred and is then continuing, (2) Lessee confirms, in writing, its unconditional and irrevocable commitment to indemnify each Indemnitee with respect to such 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 Indemnitees as a result of such Claim. The term "Claims" shall mean all claims, actions allegations, xxxxx, judgments, settlements, suits, actions, debts, obligations, damages (whether incidental, consequential or suits asserted 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 Indemnitee relating 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 the Lease Documents (whether pursuant to acceleration, liquidation or otherwise) or any early termination of the Indemnified LiabilitiesLease, providedor (B) the Equipment, howeveror 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 time, or (C) 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 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. If any Claim 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 provide such notice so notify the other shall not impair the rights and remedies relieve Lessee of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeany obligation hereunder.

Indemnity. In addition 13.1 IP indemnity: [User note: The scope of the indemnity and any other indemnity provided by the Company will depend on the negotiating power of the parties, e.g. in some circumstances the Distributor may require an indemnity to cover use of the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay and hold each Secured Party, Products by the Customers in accordance with the Agreement and the officersMinimum Terms. Where you are supplying the Products overseas, directorsparticularly in a crowded market, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys you should consider seeking local advice on the scope of each Secured Party (collectively called this indemnity.] a The Company indemnifies the “Indemnitees”) harmless Distributor from and against any claim or proceeding brought against the Distributor in the Territory to the extent that claim or proceeding alleges that the sale of the Products [or the use of the Brands] by the Distributor in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights in the Territory (IP Claim). The indemnity in this clause is subject to the Distributor: i promptly notifying the Company of the IP Claim; ii making no admission of liability and all liabilitiesnot otherwise prejudicing or settling the IP Claim, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses without the Company’s prior written consent; and disbursements of any kind iii giving the Company complete authority and information required for the Company to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or nature whatsoever (including recovered are for the reasonable and documented fees and disbursements of counsel for such Indemnitees Company’s account. b The indemnity in clause 13.1a does not apply to the extent that the IP Claim arises from or 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, the conduct of the Business in any manner relating to or arising out breach of this the Agreement, including: i the supply or any other document related thereto, the consummation distribution of the transactions contemplated by this Agreement, the use Products [or intended use of the proceeds Brands] outside the Territory; or ii any warranty given or representation 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 NotesIP Claim, the existence Company may modify or perfection replace the items the subject 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final IP Claim so they become non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeinfringing.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to The Parties shall jointly and severally indemnify, pay defend and hold each Secured Partysave harmless the Escrow Agent and its affiliates and their respective successors, and the officersassigns, directors, employeesofficers, agentsmanagers, consultants, partners, auditorsattorneys, accountants, affiliates experts, agents and attorneys of each Secured Party employees (collectively called the “Indemniteesindemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, claims, liabilities, penalties, judgments, settlements, actions, judgments, suits, claimsproceedings, costslitigation, investigations, costs or expenses and disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable and documented fees and disbursements expenses of outside counsel for such Indemnitees and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively “Losses”) arising out of or in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto(a) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out the Escrow Agent’s execution and performance of this Agreement, tax reporting or any other document related theretowithholding, the consummation of the transactions contemplated by this Agreement, the use or intended use of the proceeds enforcement of any of the Notes, the existence rights or perfection of any Liens, remedies under or realization upon any Collateral, or the exercise of any right or remedy under in connection with this Agreement, or as may arise by reason of any other document related thereto (act, omission or error of the “Indemnified Liabilities”); providedindemnitee, except in the case of any indemnitee to the extent that (i) Borrower shall such Losses are finally adjudicated by a court of competent jurisdiction to have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from been primarily caused by the gross negligence or willful misconduct of such indemnitee, or (b) its following any instructions or other directions, whether joint or singular, from the Parties, except to the extent that Indemnitee as determined its following any such instruction or direction is expressly forbidden by the 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 final nonlien on, right of set-appealable judgment by a court of competent jurisdiction; off against and (ii) security interest in, the Indemnitee shall give Borrower prompt written notice Fund for the payment of any claimsclaim for indemnification, actions 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 charge against and withdraw from the Escrow for its own account or suits asserted against for the Indemnitee relating account of an indemnitee any amounts finally determined to be due to the Indemnified LiabilitiesEscrow Agent or to an indemnitee under this Section 9. The obligations contained in this Section 9 shall survive the termination of this Agreement and the resignation, provided, however, that failure to provide such notice shall not impair the rights and remedies replacement or removal of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeEscrow Agent.

Indemnity. In addition To the fullest extent allowed by law, Sublessee shall defend (with counsel reasonably acceptable to the payment of expenses pursuant to Section 11(aLessor), Borrower agrees to indemnify, pay indemnify and hold each Secured Party, and harmless the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless Indemnitees from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses present and disbursements future Claims arising during the term of any kind this Agreement from 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 the failure to comply with all Applicable Laws relating to the operation or arising out of this Agreement, or any other document related thereto, the consummation maintenance of the transactions contemplated Premises or the Alterations 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 CollateralSublessee, or the exercise activities or performance of any right or remedy Sublessee under this Agreement, whether such activity or any other document related thereto (performance is by Sublessee or by anyone directly or indirectly employed by or contracted with 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 Claims to the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from extent they arise as a result of the Indemnitees’ gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) misconduct. At its sole discretion, the Indemnitee shall give Borrower prompt written notice Lessor may participate at its own expense in the defense of any claimsclaim, actions action or suits asserted proceeding, but such participation shall not relieve Sublessee of any obligation imposed by this Agreement. The Lessor shall notify Sublessee promptly of any claim, action or proceeding and cooperate fully in its defense. Sublessee agrees to defend, indemnify and hold harmless the Indemnitees from any claim, action or proceeding against the Indemnitee relating to Indemnitees, arising solely out of the Indemnified Liabilitiesacts or omissions of the Lessor in the performance of this Agreement. At its sole discretion, providedthe Lessor may participate at its own expense in the defense of any claim, howeveraction or proceeding, that failure to provide but such notice participation shall not impair relieve the rights Lessor of any obligation imposed by this Agreement. The Lessor shall notify Sublessee promptly of any claim, action or proceeding and remedies of cooperate fully in the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticedefense.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay 22.1 The Subscriber will indemnify and hold each Secured Partyharmless the Issuer and, and the where applicable, its directors, officers, directors, employees, agents, consultantsadvisors and shareholders, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilitiesloss, obligationsliability, lossesclaim, damages, penalties, actions, judgments, suits, claims, costs, expenses damage and disbursements of any kind or nature expense whatsoever (including the reasonable including, but not limited to, any and documented fees all fees, costs and disbursements of counsel for such Indemnitees expenses whatsoever reasonably incurred in connection with investigating, preparing or defending against any investigativeclaim, lawsuit, administrative proceeding or judicial proceeding investigation whether 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 based upon any other document related thereto, the consummation representation or warranty of the transactions contemplated by Subscriber contained in this Agreement, the use or intended use of the proceeds of any of the NotesQuestionnaires, the existence or perfection of any Liensas applicable, or realization upon in any Collateral, or document furnished by the exercise of Subscriber to the Issuer in connection herewith being untrue in any right or remedy under this Agreement, material respect or any other document related thereto breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to 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 “Indemnified LiabilitiesIssuer”); provided) RE: Purchase of Convertible 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, that (ior if the undersigned is purchasing the Note as agent on behalf of a disclosed beneficial Subscriber, such beneficial Subscriber, will be referred herein as the “Subscriber”) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from of the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; Note, the Subscriber hereby represents, warrants and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating certifies to the Indemnified Liabilities, provided, however, Issuer that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written notice.Subscriber:

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay Affymetrix shall indemnify and hold each Secured Partyharmless Partner, its Affiliates and the its and their officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates agents and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and representatives against any third party suit or proceeding brought against Partner or its Affiliates and all liabilitiesits and their officers, obligationsdirectors, lossesemployees, damagesagents and representatives to the extent based on (i) a claim that Affymetrix Product directly infringes a valid and enforceable patent, penalties, actions, judgments, suits, claims, costs, expenses and disbursements copyright or trade secret right that exists as of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees Effective Date 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 bythe United States, or asserted against that Indemnitee, in any manner relating to (ii) Affymetrix’s breach of its obligations 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 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 other document related thereto 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 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 affected Affymetrix Product, modify it to become non-infringing, or grant Partner a credit and accept return of such unused Affymetrix Product. Notwithstanding the foregoing, Affymetrix will have no liability hereunder to the extent that the 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 or modification of the Affymetrix Product not specified by Affymetrix. Further, 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 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 section), exceed the amount of all payments made by Partner under this Agreement for the purchase of Affymetrix Products and Commissions during the Term (the “Indemnified LiabilitiesCap”); provided, however, that (i) Borrower the Cap shall have no obligation to an Indemnitee hereunder not apply with respect to Indemnified Liabilities any liability arising from the out of Affymetrix’s gross negligence or willful misconduct misconduct. The Cap is cumulative but shall not include expenses incurred by Affymetrix in connection with its own legal fees. The existence of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions one or more claims or suits asserted against will not enlarge the Indemnitee relating Cap. Partner shall indemnify and hold harmless Affymetrix and its Affiliates and its and their officers, directors, employees, agents and representatives for third party claims arising from Partner’s commercialization of Diagnostic Products or Diagnostic Services and any damages (including reasonable costs of investigation or settlement and legal fees and accounting expenses) resulting therefrom subject to the Indemnified LiabilitiesCap, providedexcept to the extent such claims or damages result from Affymetrix’ s negligence, howeverwillful misconduct, that failure to provide such notice shall not impair the rights and remedies or breach of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticethis 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-INFRINGEMENT, EXPRESS OR IMPLIED.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)Each Party will defend, Borrower agrees to indemnify, pay save and hold each Secured Party, harmless the other Party and the officers, directors, employees, agents, consultantsaffiliates, partnersdistributors, auditors, accountants, affiliates franchisees and attorneys employees of each Secured the other Party (collectively called the “Indemnitees”) harmless from and against any and all third party claims, demands, liabilities, obligationscosts or expenses, lossesincluding reasonable attorneys' fees ("LIABILITIES"), damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements resulting from the indemnifying Party's material breach of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees in connection with any investigativeobligation, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred byrepresentation, or asserted against that Indemnitee, in any manner relating to or arising out 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 other document related theretothird party (each an "ACTION"), the consummation of Indemnified Party shall give 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 Party (the “Indemnified Liabilities”); provided, that "INDEMNIFYING PARTY") prompt written notice of such Action. Such notice shall (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from provide the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; basis on which indemnification is being asserted and (ii) the Indemnitee shall give Borrower prompt written notice be accompanied by copies of any claimsall relevant pleadings, actions or suits asserted against the Indemnitee relating demands, and other papers related to the Action and in the possession of the Indemnified Liabilities, provided, however, that failure to provide Party. The Indemnifying Party shall have a period of ten (10) days after delivery of such notice to respond. The Indemnified Party shall not impair cooperate, at the rights and remedies expense of the parties 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 unless Borrower is materially prejudiced by so entitled, the Party requesting indemnification shall be free, without prejudice to any of such failure Party's rights hereunder, to provide prompt compromise or defend (and control the defense of) such Action. Any compromise or settlement of an Action shall require the prior written noticeconsent of both Parties hereunder, such consent not to be unreasonably withheld or delayed. ACKNOWLEDGMENT. AOL AND ICP EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS CONTEMPLATED HEREUNDER. THE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES AND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE CIRCUMSTANCES AND EXTENT OF LIABILITY. THE PROVISIONS OF THIS SECTION VI SHALL BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

Indemnity. In addition To the fullest extent allowed by law, I agree to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay indemnify and hold each Secured PartySnowbasin harmless for any claims arising from my “use of Snowbasin”, falls, the operation of Snowbasin and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys from claims of each Secured Party (collectively called the others related to my “Indemnitees”) harmless from and against any and use of Snowbasin” even if Snowbasin was negligent. My obligations include paying all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimsattorneys’ fees, costs, expenses or judgments incurred by Snowbasin as a result of my obligations to indemnify or the breach of this agreement. I have read, agree, and disbursements of any kind or nature whatsoever (including understood 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 terms of this Agreement, or any including the other document side of this form. I agree never to file a lawsuit against Snowbasin related thereto, the consummation of the transactions contemplated by this Agreement, the use or intended to my “use of Snowbasin” even if Snowbasin was negligent. However, I agree that any lawsuit filed against Snowbasin shall be filed in the proceeds Third District Court in the State of any of the Notes, the existence or perfection of any Liens, or realization upon any CollateralUtah, or the exercise Federal Court for the District of Utah. I agree that if any right 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 fullest extent allowed by law. This Agreement is not intended to affect the provisions of Utah’s Inherent Risk of Skiing Statute § 78B-4-401 et seq. Persons under the age of 18 (“minor”) are required to have an authorized parent or remedy under legal guardian (hereinafter “Parent”) read and sign this Agreement. To the fullest extent allowed by law, the Parent individually and on behalf of the 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 document related thereto (the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any parent’s claims, actions or suits asserted against even if Snowbasin is 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 Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies minor(s) from all of the parties hereunder unless Borrower is materially prejudiced risks involved in skiing. The Parent agrees to pay all medical bills and expenses incurred by such failure the minor(s) and waives all rights of subrogation against Snowbasin. The Parent agrees to provide prompt written notice.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 Pass/Card Holder Print Parent Name (if under 18)

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnifyindemnity and save Lender and its successors, pay assigns, agents and hold each Secured Partyservants harmless of and from any claims, and the officersactions, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilities, obligationssuits, losses, damages, penalties, actions, judgments, suits, claims, costs, liabilities, damages or expenses including actual expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees attorneys' fees) incurred by Lender 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, that including without limitation: (i) Borrower shall have no obligation to an Indemnitee hereunder any loss, cost, liability, damage or expense (including actual expenses and reasonable attorneys' fees) incurred in connection with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdictionFacility Contracts; and (ii) the Indemnitee shall give Borrower prompt written notice delivery, ownership, alteration, operation, maintenance, return or other disposition of the Collateral; (iii) from any documentation deficiencies or changes to the basic format of the Facility Contract; (iv) from the existence of any claimsparty 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 the indemnity set forth in this 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 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 claim 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, without limitation, defend those actions or suits asserted against claims at its expense and pay the Indemnitee relating costs and damages and attorneys' fees awarded in any such action or arising from any such claim, provided that Borrower shall have the right to control the Indemnified Liabilities, provided, however, that failure 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 provide assist Borrower in connection with such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticedefense or settlement.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)subsection 10.1, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to indemnify, pay and hold Agent and each Secured Party, Lender and any holder of any Notes and the officers, directors, employees, agents, consultants, partnersaccountants, auditors, accountantspersons engaged by Agent or any Lender or holder of any Note to evaluate or monitor the Collateral, affiliates and attorneys of each Secured Party Agent, Lender and such holders (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 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, Agreement or any the other document related theretoLoan 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 Notes, the existence or perfection of any Liens, or realization upon any Collateral, Loans or the exercise of any right or remedy hereunder or under this Agreement, or any the other document related thereto Loan Documents (the “"Indemnified Liabilities”"); provided, provided that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written notice.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower (a) Each Grantor agrees to indemnify, pay jointly and severally indemnify and hold each harmless Collateral Agent and the Secured PartyParties, the respective affiliates of Collateral Agent and the Secured Parties, and the respective officers, directors, employees, agentsagents (including, consultantswithout limitation each of their counsel), partnersand controlling persons of Collateral Agent and the Secured Parties, auditorsand each such affiliate (each, accountantsan "Indemnified Party") from and against any and all claims, affiliates actions and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless suits whether groundless or otherwise, and from and against any and all liabilities, obligations, losses, damagesdamages and costs and expenses (including, penaltieswithout limitation, 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 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 investigativeactual or threatened claim, administrative litigation, investigation 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 this Agreement or arising out of this Agreement, the Secured Agreements or any other document related thereto, the consummation of the transactions contemplated hereby or thereby (other than any such actions or expenses resulting, as determined by this Agreementa final order of a court of competent jurisdiction, 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder), in each case including, 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 party thereto, and each Grantor agrees to reimburse each Indemnified Party, upon demand, for all out-of-pocket costs and expenses (including, without limitation, the reasonable fees and disbursements of 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 counsel. If, and to the extent that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice obligations of any claimsGrantor under this Section 10 are unenforceable for any reason, actions or suits asserted against such Grantor hereby agrees to make the Indemnitee relating maximum contribution to the Indemnified Liabilities, provided, however, that failure to provide payment in satisfaction of such notice shall not impair the rights and remedies of the parties hereunder unless Borrower obligations which is materially prejudiced by such failure to provide prompt written noticepermissible under applicable law.

Indemnity. In addition (a) The Company shall indemnify and hold harmless Subscriber (to the payment of expenses pursuant to Section 11(aextent a seller under the Registration Statement), Borrower agrees to indemnify, pay and hold each Secured Party, and the officers, directors, employeesagents and employees of Subscriber, agentseach person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each affiliate of Subscriber (within the meaning of Rule 405 under the Securities Act), consultantsto the fullest extent permitted by applicable law, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities, actionscosts (including, judgmentswithout limitation, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented attorneys’ fees of one law firm) and disbursements expenses (collectively, “Losses”) caused by any untrue or alleged untrue statement of counsel 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 Indemnitees information. The Company shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or 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 AgreementSection 8 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Subscribed Shares by Subscriber. Notwithstanding the forgoing, the use Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or intended use action if such settlement is effected without the prior written consent 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 Company (the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice which consent shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticebe unreasonably withheld, conditioned or delayed).

Indemnity. In addition to The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the payment of expenses pursuant to Section 11(a), Borrower agrees transactions contemplated hereby are consummated) to indemnify, pay protect, save and hold each Secured Partykeep harmless the Escrow Bank and its respective successors, and the officers, directors, employeesassigns, agents, consultantsemployees and servants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented legal fees and disbursements 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 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 that Indemniteethe same by the Successor Agency or any other person under any other agreement or instrument, but without double indemnity) in any manner way relating to or arising out of this Agreementthe execution, or any other document related thereto, the consummation delivery and performance of the transactions contemplated by this Agreement, the use or intended use establishment hereunder of the proceeds of any Escrow Fund, the acceptance of the Notesfunds deposited therein, the existence retention of the funds and any payment, transfer or perfection other application of any Liens, or realization upon any Collateral, or moneys by the exercise Escrow Bank in accordance with the provisions of any right or remedy under this Agreement, or any other document related thereto (the “Indemnified Liabilities”); provided, however, that (i) Borrower the Successor Agency shall have no obligation not be required to an Indemnitee hereunder with respect to Indemnified Liabilities arising from indemnify the gross Escrow Bank against the Escrow Bank’s own negligence or willful misconduct or the negligence or willful misconduct of that Indemnitee as determined the Escrow Bank’s respective employees or the willful breach by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies Escrow Bank of the parties hereunder unless Borrower is materially prejudiced terms of this Agreement. In no event shall the Successor Agency or the Escrow Bank be liable to any person by such failure reason of the transactions contemplated hereby other than to provide prompt written noticeeach other as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Bank.

Indemnity. In addition to the payment of any expenses pursuant to Section 11(a8.1 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 each Secured Partyharmless the Agent-Related Persons, the Lender-Related Persons, and the officerseach Participant (collectively, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees” and individually as “Indemnitee”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses expenses, and disbursements of any kind or nature whatsoever (including including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) in connection with any investigativeinvestigation, administrative administrative, or judicial proceeding commenced or threatenedproceeding, whether or not such Indemnitee shall be designated a party thereto) ), that may be imposed on, incurred by, or asserted against that such Indemnitee, in any manner relating to or arising out of this Agreementthe Revolver Commitments, the use or intended use of the proceeds of the Loans, or any other document related thereto, the consummation of the transactions contemplated by this Agreement, the use including any matter relating to or intended use arising out of the proceeds filing or recordation of any of the Notes, the existence Loan Documents which filing or perfection of any Liens, or realization recordation is done based upon any Collateral, or the exercise of any right or remedy under this Agreement, or any other document related thereto information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that (i) Borrower shall have no if determined in a final, non-appealable judgement of a court of competent jurisdiction that any obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising arises from the gross negligence or willful misconduct of that any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee as determined 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 brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by a final non-appealable judgment counsel designated by a court of competent jurisdiction; and Borrower (ii) which counsel shall be reasonably satisfactory to the Indemnitee shall give Borrower prompt written notice or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any claimssuch action, actions writ, or suits asserted against proceeding. To the Indemnitee relating extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights payment and remedies satisfaction of each of the parties hereunder unless Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower is materially prejudiced by such failure to provide prompt written noticeunder this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower Each Pledgor jointly and severally agrees (i) to indemnify, pay reimburse and hold harmless the Pledgee and each other Secured PartyCreditor and their respective successors, and the officers, directorsassigns, employees, agentsagents and affiliates (individually, consultantsan “Indemnitee”, partnersand collectively, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilitiesobligations, obligationsdamages, injuries, penalties, claims, demands, losses, damagesjudgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or nature, actions, judgments, suits, claims, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements of any kind or nature whatsoever (disbursements, including the reasonable attorneys’, agents’ and documented professional advisors’ 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 Indemniteeexpenses, in any manner relating to or each case arising out of or resulting from 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, Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under this Agreement, or any other document related thereto Secured Debt Agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities extent incurred or arising from the by reason of gross negligence or willful misconduct of that such Indemnitee (as determined by a final non-appealable judgment by a court of competent jurisdiction; jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its part (ii) 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 Indemnitee shall give Borrower prompt written notice terms hereof. If and to the extent that the obligations of any claimsPledgor under this Section 11 are unenforceable for any reason, actions or suits asserted against such Pledgor hereby agrees to make the Indemnitee relating maximum contribution to the Indemnified Liabilitiespayment 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 the Notes issued under the Credit Agreement, providedthe termination of all Secured Hedging Agreements, however, that failure to provide such notice shall not impair and the rights payment of all other Obligations and remedies of notwithstanding the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticedischarge thereof.

Indemnity. In addition to The Plan Administrator, the payment members of expenses pursuant to Section 11(a)the Post-Consummation Trust Committee, Borrower agrees to indemnifyXxx X. Xxxxxxxx, pay and hold each Secured PartyXxxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxxxxx, and the their respective agents, employees, officers, directors, employeesprofessionals, agents, consultants, partners, auditorsattorneys, accountants, affiliates advisors, representatives and attorneys of each Secured Party principals (collectively called collectively, the “IndemniteesIndemnified Parties”) shall be indemnified and held harmless by the Post-Consummation Trust, to the fullest extent permitted by law, solely from and against the Post-Consummation Trust Assets and/or the Trust Proceeds for any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities and expenses, actionsincluding, judgmentswithout limitation, suitsreasonable attorneys’ fees, claims, costs, disbursements and related expenses and disbursements of any kind which the Indemnified Parties may incur or nature whatsoever (including to which the reasonable and documented fees and disbursements of counsel for such Indemnitees Indemnified Parties may become subject in connection with any investigativeaction, administrative suit, proceeding or judicial proceeding commenced investigation brought or threatened, whether threatened against one 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 more of the transactions contemplated by this Agreement, the use or intended use Indemnified Parties on account of the proceeds of any acts or omissions of the Notes, the existence or perfection of any Liens, or realization upon any Collateral, Plan Administrator or the exercise members of any right or remedy under this Agreement, or any other document related thereto (the “Indemnified Liabilities”)Post-Consummation Trust Committee solely in their capacity as such; provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice the Post-Consummation Trust shall not impair be liable to indemnify any Indemnified Party for any act or omission constituting gross negligence, fraud or reckless, intentional or willful misconduct. Notwithstanding any provision herein to the rights and remedies 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 action brought against them as a result of the parties hereunder unless Borrower is materially prejudiced by acts or omissions, actual or alleged, of an Indemnified Party in its capacity as such; provided, however, that the Indemnified Parties receiving such failure advances shall repay the amounts so advanced to provide prompt written noticethe Post-Consummation 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. In addition to the payment of expenses pursuant to Section 11(a), Borrower Each Pledgor jointly and severally agrees (i) to indemnify, pay reimburse and hold each Secured Partyharmless the Security Trustee and its respective successors, and the officers, directorsassigns, employees, agentsagents and affiliates (individually an “Indemnitee”, consultantsand an collectively, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “IndemniteesIndemnities”) harmless from and against any and all liabilitiesobligations, obligationsdamages, injuries, penalties, claims, demands, losses, damagesjudgments and liabilities (including, without limitation liabilities for penalties) of whatsoever kind or nature, actions, judgments, suits, claims, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements of any kind or nature whatsoever (disbursements, including the reasonable and documented attorneys’ 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 Indemniteeexpenses, in any manner relating to or each case arising out of or resulting from 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, Pledge Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under this Agreement, or any other document related thereto Security Document (but excluding any obligation, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities extent incurred or arising from the by reason of gross negligence or willful wilful misconduct of that such Indemnitee (as determined by a final non-appealable judgment by a court of competent jurisdiction; jurisdiction in a final and non-appealable decision)). In no event shall the Security Trustee hereunder be liable, in the absence of gross negligence or wilful misconduct on its part (ii) 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 Indemnitee shall give Borrower prompt written notice terms hereof. If and to the extent that the obligation of any claimsPledgor under this Section 14 are unenforceable for any reason, actions or suits asserted against such Pledgor hereby agrees to make the Indemnitee relating maximum contribution to the Indemnified Liabilities, provided, however, that failure to provide payment and satisfaction of such notice obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 14 shall not impair continue in full force and effect notwithstanding the rights full payment and remedies fulfilment of all the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeobligations under the Senior Finance Documents and notwithstanding the discharge thereof.

Indemnity. In addition to Each party (the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay and hold each Secured "Indemnifying Party, and ") shall indemnify the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party other party (collectively called the “Indemnitees”"Indemnified Party") harmless from and against any and all liabilities, obligationsclaims, losses, damagescosts and expenses, penaltiesincluding reasonable attorneys' fees, actionswhich the Indemnified Party may incur as a result of claims in any form by third parties arising from: (x) the Indemnifying Party's acts, judgmentsomissions or misrepresentations to the extent that the Indemnifying Party is deemed an agent of the Indemnified Party, suitsor (y) the Indemnifying Party's breach of its privacy policy. In addition, theglobe shall indemnify Music HQ against any and all claims, costslosses, expenses costs and disbursements expenses, including reasonable attorneys' fees, which Music HQ may incur as a result 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, claims in any manner relating to 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 out from Music HQ Banners (excluding theglobe Marks if applicable), Music HQ Content, Music HQ Marks, any goods or services offered or sold from the Music HQ Pages, Music HQ's affiliate program or Music HQ's breach of this Agreement, or any other document related thereto, Section 11.1. The foregoing obligations are conditioned on 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, that Party: (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from giving the gross negligence or willful misconduct Indemnifying Party written notice of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and the relevant claim, (ii) cooperating with the Indemnitee shall give Borrower prompt written notice 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 claimssuch claim, actions or suits asserted against except that the Indemnitee relating to Indemnifying Party shall not enter into any settlement that affects the Indemnified Liabilities, provided, however, that failure Party's rights or interest without the Indemnified Party's prior written approval. The Indemnified Party shall have the right to provide such notice shall not impair participate in the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticedefense at its expense.

Indemnity. In addition You agree (a) to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay indemnify and hold each Secured Party, harmless the Lenders and the their respective affiliates and their respective officers, directors, employees, agentsadvisors, consultantsand agents (each, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the an “Indemniteesindemnified person”) harmless from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, claims, costs, liabilities and related expenses and disbursements to which any such indemnified person may become subject arising out 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 theretoCommitment Letter, the consummation of the transactions contemplated by this AgreementFacility, the use or intended use of the proceeds of thereof, or any related transaction or any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the Notesforegoing (including in relation to enforcing the terms of this paragraph) (each, the existence a “Proceeding”), regardless of whether any indemnified person is a party thereto or perfection of any Lienswhether such Proceedings are brought by you, or realization upon any Collateralyour equity holders, or the exercise of any right or remedy under this Agreementaffiliates, creditors or any other document 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 foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related thereto (expenses to the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined extent they are found by a final final, non-appealable judgment by of a court of competent jurisdiction; jurisdiction to arise or result from the willful misconduct or gross negligence of such indemnified person and (iib) to reimburse the Indemnitee shall give Borrower prompt written notice 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 claimsrelated documentation (including this Commitment Letter, actions or suits asserted against the Indemnitee Term Sheet, the Fee Letter, and the definitive documentation relating to the Indemnified LiabilitiesFacility) or the administration, providedamendment, howevermodification 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 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 admission of, fault, culpability or a failure to provide such notice shall not impair the rights and remedies act by or on behalf of the parties hereunder unless Borrower is materially prejudiced by such any indemnified person or any injunctive relief or other non-monetary remedy. You acknowledge that any failure to provide prompt written noticecomply with your obligations under the preceding sentence may cause irreparable harm to the Lenders and the other indemnified persons.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay The Composer shall at all times indemnify and hold each Secured Party, harmless InStyle and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys any licensee of each Secured Party (collectively called the “Indemnitees”) harmless InStyle from and against any and all liabilities, obligations, lossesclaims, damages, penaltiesdemands, actionsliabilities, judgmentscosts and expenses, suits, claims, costs, including legal expenses and disbursements reasonable counsel fees, arising out of any kind breach or nature whatsoever (including 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. Such indemnity shall also extend to reasonable and documented counsel fees and disbursements of counsel for such Indemnitees court costs incurred in connection with any investigativeclaim, administrative action or judicial proceeding brought by InStyle. InStyle shall use its best efforts to notify the Composer of any action commenced or threatened, whether or not on such Indemnitee shall be designated a party theretoclaim within thirty (30) 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 days 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt date InStyle receives written notice of thereof. The Composer may participate in the defense of any claimssuch claim through counsel of the Composer’s selection at the Composer’s own expense, actions but InStyle shall have the right at all times, in InStyle’s sole discretion, to retain or suits asserted against resume control of the Indemnitee relating 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 Royalties otherwise becoming due to the Indemnified LiabilitiesComposer hereunder an amount reasonably related to the scope of the Composer’s indemnity with respect thereto, providedunless (and to the extent that) the Composer shall provide InStyle with a commercial surety bond issued by a company, howeverand in a form, that failure reasonably satisfactory to provide InStyle. If no formal action or other proceeding for recovery on such notice a claim has been commenced within one year after its assertion and no settlement discussions are pending, InStyle shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure continue to provide prompt written noticewithhold Royalties in connection therewith under this Section.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 11(a10.2, whether or not the 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), Borrower agrees to indemnify, pay and hold harmless each Secured PartyAgent (and each sub-agent thereof), each Arranger, each Lender and the officerseach Issuing Bank and each of their respective Related Parties (each, directorsan “Indemnitee”), employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilitiesIndemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, obligationsIN WHOLE OR IN PART, lossesUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, damagesOR ARE CAUSED, penaltiesIN WHOLE OR IN PART, actionsBY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE; provided that no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (i) have been found by a final, judgmentsnon-appealable judgment of a court of competent jurisdiction to have resulted from (A) the gross negligence, suits, claims, costs, expenses and disbursements bad faith or willful misconduct 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 or its Related Parties or (B) 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 material breach of the transactions contemplated by this Agreement, express obligations of such Indemnitee or its Related Parties under 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 Credit Documents (the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence out of claims, demands, suits, actions, investigations or willful misconduct of that Indemnitee as determined proceedings commenced or threatened by a final non-appealable judgment by Credit Party that are relating to any Letter of Credit, this clause (B) shall only apply to a court material breach of competent jurisdiction; and the express obligations of such Indemnitee or its Related Parties under the provisions of Section 2.3 with respect to such Letter of Credit) or (ii) arise out of or in connection with any action, claim or proceeding not involving any act or omission of a Credit Party or the Indemnitee shall give Borrower prompt written notice equityholders or Affiliates of any claimsCredit Party (or the Related Parties of any Credit Party) that is brought by an Indemnitee against another Indemnitee (other than against any Agent or any Arranger (or any holder of any other title or role) in its capacity as such). To the extent that the undertakings to defend, actions indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or suits asserted against in part because they are violative of any law or public policy, the Indemnitee relating 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, provided, however, that failure to provide such notice shall not impair Liabilities incurred by the rights and remedies Indemnitees or any of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticethem.

Indemnity. In addition Unless otherwise provided under this Agreement, if Party B fails to perform all of its obligations under this Agreement or discontinues to perform its obligations under this Agreement and, in each case, 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 breach of this Agreement. If any of the Parties is in breach of this Agreement or any of its representations or warranties under this 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 prevent occurrence of any damages, and 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 payment of expenses pursuant non-breaching Party will be commensurate with the loss incurred due to Section 11(a), Borrower agrees such breach. Such indemnity will include the benefit due to indemnify, pay and hold each Secured Party, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured non-breaching Party (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 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 its performance of this Agreement, or any other document related thereto, provided it will be exceed the consummation reasonable expectation of each of the transactions contemplated by 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 unauthorized 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 use or intended use amount of the proceeds indemnity payable by each 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as them will be determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating according to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies level of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticetheir respective breach.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)9.1.1 Ablynx will defend, Borrower agrees to indemnify, pay indemnify and hold each Secured Partyharmless Sanofi, its Affiliates and the its and their respective directors, officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates employees and attorneys of each Secured Party agents (collectively called the “Sanofi Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penaltiesand expenses, including reasonable attorneys’ fees and costs (collectively, “Liabilities”), incurred by or imposed on any of the Sanofi Indemnitees as a result of any Third Party claims, suits, actions, judgmentsterminations or demands (collectively, suits“Claims”) to the extent such Claims are incurred, claimsrelate to, costs, expenses and disbursements are in connection with or arise out of (a) the breach or non-fulfillment of any kind representations, warranties or nature whatsoever covenants in this Agreement by Ablynx, its Affiliates, sublicensees or CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (sub)contractors, (b) the negligence, recklessness or willful misconduct of Ablynx, its Affiliates, sublicensees or (sub)contractors in connection with the performance of its obligations hereunder, (c) the violation of Applicable Law by Ablynx, its Affiliates, sublicensees or (sub)contractors in connection with the performance of its obligations hereunder, (d) any action or omission of the Gatekeeper in performing its obligations under or in connection with this Agreement (including the reasonable and documented fees and disbursements of counsel for such Indemnitees in connection with any investigativeinformation provided to the Gatekeeper by or on behalf of Ablynx), administrative (e) any action brought by any Third Party licensor, licensee (other than Sanofi) or judicial proceeding commenced or threatenedcollaboration partner of Ablynx, whether past, present or not such Indemnitee shall be designated a party theretofuture, (f) that may be imposed onthe Exploitation of any Licensed Nanobodies, incurred byDerivative Nanobodies, Licensed Compounds, Derivative Compounds or asserted against that IndemniteeLicensed Products or exercise of any licenses from Sanofi in each case by Ablynx, in any manner relating to its Affiliates, sublicensees or arising out (sub)contractors after the termination date of this Agreement, except in each case ((a), (b), (c), (d), or (e)), to the extent such Liabilities resulted from any other document related theretoaction for which Sanofi must indemnify Ablynx under Section 9.1.2(a) or (b). With respect to the foregoing proviso (d), in the event of any conflict between the procedures set forth in this Article IX and those contained in Article VII, the consummation terms of Article VII will govern. In the transactions contemplated by case in which Ablynx licenses or partners any Licensed Nanobodies, Derivative Nanobodies, Licensed Compounds, Derivative Compounds or Licensed Products after the termination of this Agreement, the use then Ablynx will cause such sublicensee 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, that (i) Borrower shall have no obligation partner to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating indemnify Sanofi to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticesame extent as set forth in this Section 9.1.1.

Indemnity. In addition to The District hereby assumes liability for, and hereby agrees (whether or not any of the payment of expenses pursuant to Section 11(a), Borrower agrees transactions contemplated hereby are consummated) to indemnify, pay protect, save and hold each Secured Partykeep harmless the Escrow Agent and its respective successors, and the officersassigns, agents, employees, directors, employeesofficers and servants, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented legal fees and disbursements 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 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 that Indemniteethe same by the District or any other person under any other agreement or instrument, but without double indemnity) in any manner way relating to or arising out of this Agreementthe execution, or any other document related thereto, the consummation delivery and performance of the transactions contemplated by this its Agreement, the use or intended use establishment hereunder of the proceeds of any Escrow Fund, the acceptance of the Notesfunds and securities deposited therein, the existence or perfection purchase of any Liensthe Investment Securities, or realization upon any Collateral, the retention of the Investment Securities or the exercise proceeds thereof and any payment, transfer or other application of any right moneys or remedy under securities by the Escrow Agent in accordance with the provisions of this Agreement, or any other document related thereto (the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice the District shall not impair be required to indemnify the rights and remedies Escrow Agent against the Escrow Agent’s own negligence or willful misconduct or the negligent or willful misconduct of the parties hereunder unless Borrower is materially prejudiced Escrow Agent’s respective successors, assigns, agents and employees or the breach by such failure the Escrow Agent of the terms of this Agreement. In no event shall the District or the Escrow Agent be liable to provide prompt written noticeany person by reason of the transactions contemplated hereby other than to each other as set forth in this section. The indemnities contained in this section shall survive the termination of this Agreement and the earlier resignation or removal of the Escrow Agent.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees HGP and HGP LP jointly and severally agree to indemnify, pay defend, protect and hold Prime Retail and Prime LP and each Secured Party, and of the their respective officers, directorsdirectors and affiliates (collectively, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”"Indemnified Parties") harmless from and against against, and to pay within ten (10) days after demand, any and all liabilitiesclaims, obligationsdamages, losses, damages, penalties, actionsliabilities, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including which the reasonable and documented fees and disbursements of counsel for such Indemnitees Indemnified Parties may incur or suffer by reason of, 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 bywith, or asserted against that Indemnitee, in by virtue of any manner relating to breach or arising out violation of this Agreement, Agreement by HGP or any other document related thereto, the consummation HGP LP or by reason of the transactions contemplated by execution, delivery or performance of, this Agreement, the use Guaranty or intended use of any other credit enhancement relating to the proceeds of any of the NotesLoan Documents, the existence or perfection First of any Liens, or realization upon any CollateralAmerica Loan Documents, or the exercise 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 right or remedy under this Agreement, or any other document related thereto (the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating action subject to the indemnities contained in this Section, the Indemnified LiabilitiesParties shall promptly notify HGP thereof, provided, however, that the failure of any Indemnified Party so to provide notify HGP will not affect the obligation of HGP and HGP LP to indemnify the Indemnified Parties with respect to such notice actions or any other action pursuant to this Section except to the extent such obligation shall not impair the rights have been incurred solely and remedies as a direct consequence of such failure. The obligations of HGP and HGP LP under this Section shall survive forever, regardless of the parties hereunder unless Borrower termination of this Agreement or the payment in full of all of HGP and HGP LP's obligations hereunder. To the extent that the undertaking to indemnify, defend, protect and hold harmless set forth herein may be unenforceable as violative of any law or public policy, HGP and HGP LP agree to pay the maximum portion which is materially prejudiced by permitted to be paid under applicable law. Any amounts unpaid following demand pursuant to this Section shall accrue interest at a rate of 12% per annum. Notwithstanding the foregoing, in the event the Chief Financial Officer of 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 demand for indemnity arising pursuant to this Section 7.1 on or prior to September 15, 1998, the obligation to satisfy such failure demand shall be deferred to provide prompt written noticea date not later than December 31, 1998; provided that any obligation or obligations so deferred shell continue to accrue interest at the rate indicated above.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay Each Party ("Indemnitor") will indemnify and hold each Secured Partythe other Party ("Indemnitee") harmless from any third party claim, allegation, lawsuit, loss, liability, damage, settlement or judgment (including reasonable attorneys' fees and the officerscourt costs) imposed against Indemnitee, its directors, employees, agents, consultantsofficers, partners, auditorsand employees, accountants, affiliates and attorneys arising out of each Secured Party (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 and documented fees and disbursements of counsel for such Indemnitees in connection with any investigativethe negligent acts or omissions of Indemnitor, administrative its employees 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 Indemniteeagents, in any manner relating to or arising carrying 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 Indemnitor's duties under this Agreement, or any other document related thereto (the “Indemnified Liabilities”)Agreement and all applicable WasteStream QL Schedules; provided, that this Section will not apply if the occurrence for which Indemnitee seeks indemnification was proximately caused by Indemnitee's sole negligence, and that this Section will not operate to waive either Party's rights under any worker's compensation act, disability benefits act, or other employee benefits acts, whether in tort, contract, or otherwise. Additionally, Aduromed (iwith counsel of Aduromed's choice that is reasonably acceptable to ARAMARK) Borrower shall have no obligation agrees to an Indemnitee hereunder with respect to Indemnified Liabilities indemnify and hold ARAMARK harmless from any third party liability (including reasonable attorneys' fees and court costs) imposed against ARAMARK, its directors, officers, partners, and employees, by reason of any third party claim, allegation, lawsuit, loss, liability, damage, settlement or judgment (including reasonable attorneys' fees and court costs) imposed against ARAMARK, its directors, officers, partners, and employees, by reason of any claim or allegation that such loss or injury was caused, in whole or in part, arising from the gross negligence out of or willful misconduct in connection with: (1) a breach by Aduromed, its employees, contractors, or agents, of that Indemnitee as determined by this Agreement or any WasteStream QL Schedule; (2) a final non-appealable judgment by a court of competent jurisdictiondefect in any Product supplied under this Agreement or any WasteStream QL Schedule; and or (ii3) the Indemnitee shall give Borrower design, manufacture, preparation, or packaging of a Product supplied under this Agreement or any WasteStream QL Schedule. Each Party agrees to provide the other Party with prompt written notice of any all losses or claims for which it will seek indemnity under this Agreement. Each Party agrees to cooperate fully with the other Party in the investigation, defense and settlement of all such losses and claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written notice.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower hereby agrees to defend, indemnify, pay and hold each Secured PartyLender, and the officersagents and affiliates of Lender (collectively, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “"Indemnitees”") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costsdisbursements, costs and expenses and disbursements of any kind or nature whatsoever (including including, without limitation, 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 Indemnitees shall be designated a party thereto) ), that may be imposed on, incurred by, by or asserted against that Indemniteethe Indemnitees, in any manner relating to or arising out Borrower's breach of or default under this Agreement, or any other agreement, document related theretoor instrument executed and delivered by Borrower in connection herewith, the consummation agreement of Lender to make the transactions contemplated by Loan under this Agreement, Agreement or the use or intended use of the proceeds of any of the NotesLoan under this Agreement (collectively, 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 (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising directly and solely resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a final court of competent jurisdiction in a final, non-appealable judgment by a court of competent jurisdiction; order. To the extent that the undertaking to indemnify, pay and (ii) hold harmless set forth in the Indemnitee shall give Borrower prompt written notice preceding sentence may be unenforceable because it is violative of any claimslaw or public policy, actions or suits asserted against Borrower shall contribute the Indemnitee relating maximum portion that it is permitted to pay and satisfy under applicable law to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair payment and satisfaction of all indemnified liabilities incurred by the rights and remedies Indemnitees or any of them. The provisions of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeundertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Indemnity. In addition Subject to the payment of expenses pursuant to Section 11(a)Article 15 Tenant shall hold Landlord, Borrower agrees to indemnifyits trustees, pay and hold each Secured PartyAffiliates, and the subsidiaries, members, principals, beneficiaries, partners, officers, directors, shareholders, employees, agentsMortgagee(s) (defined in Article 25) and agents (including the manager of the Property) (collectively, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “IndemniteesLandlord Parties”) harmless from from, and against any indemnify and defend such parties against, all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, claims, costs, expenses charges and disbursements of any kind or nature whatsoever (expenses, including the reasonable and documented attorneys’ 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) other professional fees that may be imposed onupon, incurred by, by or asserted against any of such indemnified parties (each a “Claim” and collectively “Claims”) that Indemnitee, in any manner relating to or arising arise out of this AgreementTenant’s possession, use, maintenance or repair of the Premises or any other document related thereto, the consummation act or omission of the transactions contemplated by this Agreement, the use Tenant or intended use of the proceeds of any of Tenant’s employees, agents and invitees in the NotesPremises or on the Property, except to 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from extent caused by the gross negligence or willful misconduct of that Indemnitee a Landlord Party. Provided Landlord Parties are properly named as determined by a final non-appealable judgment by a court additional insureds in the policies required to be carried under this Lease, and except as otherwise expressly provided in this Lease, the indemnity set forth in the preceding sentence shall be limited to the greater of competent jurisdiction; (A) $5,000,000, and (iiB) the Indemnitee aggregate amount of general/umbrella liability insurance actually carried by Tenant. Subject to Articles 9.B, 15 and 20, Landlord shall give Borrower prompt written notice 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 connection with any claimsdamage or injury occurring in or on the Property (excluding the Premises), actions or suits asserted against the Indemnitee relating except to the Indemnified Liabilitiesextent caused by the gross negligence or willful misconduct of a Tenant Party, provided, however, that failure to provide such notice 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 Landlord under this Lease. The indemnity set forth in the preceding sentence shall not impair be limited to the rights and remedies amount of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written notice$5,000,000.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to Tenant shall indemnify, pay protect, defend and save and hold each Secured PartyLandlord, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party Landlord’s Agents (collectively called the “IndemniteesIndemnified Parties”) harmless from and against any and all losses, costs, liabilities, obligations, losses, damages, penalties, actionsclaims, judgments, suitsliens, claimsdamages (including consequential damages) and expenses, including, without limitation, reasonable attorneys’ fees and costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees investigation costs, incurred 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, from: (a) any default by Tenant in the observance or any other document related thereto, the consummation of the transactions contemplated by this Agreement, the use or intended use of the proceeds performance of any of the Notesterms, the existence covenants or perfection conditions of any Liensthis Lease on Tenant’s part to be observed or performed, or realization upon any Collateral, or the exercise of any right or remedy including Tenants obligations under this Agreement, or any other document related thereto (the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder Article 6 with respect to Indemnified Liabilities arising the Ground Lease, (b) 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 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 caused by the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; the Indemnified Parties, and (iid) any acts or omissions or negligence of Tenant or of Tenant’s Agents, in, on or about the Indemnitee shall give Borrower prompt written notice of Premises, the Buildings or the Common Area. In case any claimsaction or proceeding be brought, actions made or suits asserted initiated against the Indemnitee 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 claim, action or proceeding by counsel approved by the Indemnified LiabilitiesParties. Notwithstanding the foregoing, provided, however, that failure to provide such notice shall not impair the rights and remedies each of the parties hereunder unless Borrower Indemnified Parties may retain its own counsel to defend or assist in defending any claim, action or proceeding, and Tenant shall pay the reasonable fees and disbursements of such counsel. Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease. Each of the Indemnified Parties is materially prejudiced by such failure an intended third-party beneficiary of this Section 14.1 and shall be entitled to provide prompt written noticeenforce the provisions hereof.

Indemnity. In addition Unless an Event of Default shall have occurred and be continuing, each Grantor shall be entitled to assume the payment of expenses pursuant to Section 11(a), 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 from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements defense of any kind action for which indemnification is sought hereunder with counsel or nature whatsoever its choice at its expense (including in which case the reasonable and documented Company shall not thereafter be responsible for 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 any other document related thereto, the consummation of the transactions contemplated by this Agreement, the use or intended use of the proceeds expenses 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”separate counsel retained by an Indemnitee except as set forth below); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure such counsel shall be reasonably satisfactory to provide each such notice Indemnitee. Notwithstanding each Grantor’s election to assume the defense of such action, each Indemnitee shall have the right to 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) the use of counsel chosen by such Grantor to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or 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 impair have the rights and remedies right to assume the defense or such action on behalf of such Indemnitee), (iii) such Grantor shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the parties hereunder institution of such action; or (iv) such Grantor shall authorize such Indemnitee to employ separate counsel at such Grantor’s expense. Each Grantor will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without such Grantor’s consent, which consent may not be withheld or delayed unless Borrower such settlement is materially prejudiced by unreasonable in light of such failure to provide prompt written noticeclaims or actions against, and defenses available to, such Indemnitee.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay 22.1 The Subscriber will indemnify and hold each Secured Partyharmless the Issuer and, and the where applicable, its directors, officers, directors, employees, agents, consultantsadvisors and shareholders, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilitiesloss, obligationsliability, lossesclaim, damages, penalties, actions, judgments, suits, claims, costs, expenses damage and disbursements of any kind or nature expense whatsoever (including the reasonable including, but not limited to, any and documented fees all fees, costs and disbursements of counsel for such Indemnitees expenses whatsoever reasonably incurred in connection with investigating, preparing or defending against any investigativeclaim, lawsuit, administrative proceeding or judicial proceeding investigation whether 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 based upon any other document related thereto, the consummation representation or warranty of the transactions contemplated by Subscriber contained in this Agreement, the use or intended use of the proceeds of any of the NotesQuestionnaires, the existence or perfection of any Liensas applicable, or realization upon in any Collateral, or document furnished by the exercise of Subscriber to the Issuer in connection herewith being untrue in any right or remedy under this Agreement, material respect or any other document related thereto breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to 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 “Indemnified LiabilitiesIssuer”); provided) RE: Purchase of Convertible 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, that (ior if the undersigned is purchasing the Note as agent on behalf of a disclosed beneficial Subscriber, such beneficial Subscriber, will be referred herein as the “Subscriber”) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from of the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; Note, the Subscriber hereby represents, warrants and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating certifies to the Indemnified Liabilities, provided, however, Issuer that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written notice.Subscriber:

Indemnity. In addition (a) Anything in this Agreement to the payment of expenses pursuant to contrary notwithstanding (including Section 11(a10.01), Borrower the Purchaser hereby agrees to indemnify, pay defend and hold each Secured Partyharmless the Seller and its Affiliates against and reimburse the Seller and its Affiliates for any Losses that the Seller and its Affiliates may at any time suffer or incur, and the officersor become subject to, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (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 as a result or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees in connection with (i) any investigativefailure of the Purchaser or its Subsidiaries to comply with their obligations under any collective bargaining agreement listed in Section 3.13(c) of the Disclosure Schedule, administrative (ii) any claim made by any Business Employee or judicial proceeding commenced Former Business Employee against the Seller or threatenedany of its Affiliates for any severance or termination benefits pursuant to any Viacom Plan, whether (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 any facility, site of employment or operating unit, (iv) any suit or claim of violation brought against the Seller or any of its Affiliates under 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 the Closing Date or with respect to any benefit arrangement that the Purchaser has agreed hereunder to maintain for such individuals (or in which the Purchaser has agreed hereunder to permit such individuals to participate), (vi) any claim of employment discrimination by the Purchaser, including, but not such Indemnitee shall be designated a party theretolimited to, discrimination in the Purchaser's hiring or termination of any employees, (vii) that may be imposed on, incurred by, any claim of wrongful discharge of any Business Employee (including constructive discharge) and (viii) any claim made by any Business Employee or asserted any Former Business Employee against that Indemnitee, in the Seller or any manner relating to or of its Subsidiaries arising out of this Agreement, the payment or any other document related theretonon-payment of deferred benefits under the S&S EIP or VEIP, 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, S&S DCP or the exercise of any right or remedy under this Agreement, or any other document related thereto (the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeParamount DCP.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower Seller hereby agrees to indemnifyindemnify Buyer, pay Buyer’s designee that is holding a Purchased Asset File on behalf of and hold at the direction of Buyer, Buyer’s Affiliates and each Secured Party, and the of its officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party employees (collectively called the “IndemniteesIndemnified Parties”) harmless from and against any and all actual out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimsfees, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented attorneys’ fees and disbursements) or disbursements (all of counsel for such Indemnitees in connection with any investigativethe foregoing, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party theretocollectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Transactions shall have been repaid in full) be imposed on, incurred by, and paid by or asserted against that Indemnitee, any Indemnified Party in any manner way whatsoever arising out of or in connection with, or relating to the Transaction Documents including this Agreement or any Transactions hereunder or any action taken or omitted to be taken by any Indemnified 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 the gross negligence, bad faith or willful misconduct of Buyer 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 this Agreementany violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act; provided, 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 Buyer in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller will save, indemnify and hold Buyer harmless from and against all actual out-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 breach by Seller of any obligation thereunder or arising out of any other document related theretoagreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse Buyer as and when billed by Buyer for all Buyer’s reasonable out-of-pocket costs and expenses incurred in connection with Buyer’s due diligence reviews with respect to the consummation of 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 transactions contemplated by this Agreement, underlying prospective Transaction for which they were incurred does not take place for any reason) and 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, enforcement or the exercise preservation of any right or remedy Buyer’s rights under this Agreement, any Transaction Documents or any other document related thereto (Transaction contemplated hereby, including without limitation the “Indemnified Liabilities”); provided, reasonable fees and disbursements of its outside counsel. Seller hereby acknowledges that (i) Borrower the obligation of Seller hereunder is a recourse obligation of Seller and this Article 25 shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from survive the gross negligence or willful misconduct termination of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; this Agreement and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeTransactions contemplated hereby.

Indemnity. (a) In addition to the payment of expenses pursuant to Section 11(a9.2 (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, each Secured PartyAgent, each Issuing Bank and the Lender and each of their and their Affiliates’ respective officers, partners, members, directors, trustees, advisors, employees, attorneys, agents, consultantssub-agents, partnersaffiliates, auditorsadministrators, accountantsmanagers, affiliates representatives and attorneys of each Secured Party controlling Persons (collectively called the each, an “IndemniteesIndemnitee”) 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 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 (i) Borrower shall not have no any obligation to an any Indemnitee hereunder with respect to any Indemnified Liabilities arising to the extent such Indemnified Liabilities arise from the such Indemnitee’s gross negligence or willful misconduct misconduct, or material breach of that Indemnitee such Indemnitee’s express obligations hereunder, in each case, as determined by a final final, non-appealable judgment by of a court of competent jurisdiction; . To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, 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. 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 by 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) 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 the transactions under the Financing Documents, as well as the relative fault of (x) Borrower and its Affiliates, shareholders, partners, members or other equity holders and (y) such Indemnitee shall give with respect to such Indemnified Liability. The reimbursement, indemnity and contribution obligations of Borrower prompt written notice under this Section 9.3 will be in addition to any 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, actions damages or suits asserted 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, excluding any disputes against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide any Agent acting in such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticecapacity.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower CSC agrees to indemnify, pay defend and hold each Secured PartyYou harmless from and against any liability, damage, loss or expense (including reasonable attorneys’ fees and 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 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, directorsemployees and agents and its and their respective successors, employees, agents, consultants, partners, auditors, accountants, affiliates heirs and attorneys of each Secured Party assigns (collectively called the “IndemniteesCSC Parties”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements Losses incurred by or imposed upon the CSC Parties or any of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees them in connection with any investigative, administrative Claim arising from or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party theretoin connection with (a) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out breach of this Agreement, Agreement by You or any other document related thereto, the consummation (b) your Use 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 Software. The Party requesting indemnification hereunder (the “Indemnified LiabilitiesParty”); provided, that ) will (i) Borrower shall have no obligation to an Indemnitee provide the Party providing indemnification hereunder (the “Indemnifying Party”) with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, such Claim (provided, however, that failure to provide such notice do so shall not impair relieve the rights 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 remedies 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 indemnify You to the extent that any Claim arises from (a) Your use of the parties hereunder unless Borrower is materially prejudiced Software in contravention of this Agreement or the Documentation; (b) the combination or use of the Software with any other services, technology, content or material that were not provided by such failure 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 non-infringing alternative pursuant to provide prompt written noticeSection 12(B)(i) or (ii).

Indemnity. In addition to the payment The Trust shall indemnify Indemnitee against all liabilities and expenses, including amounts paid in satisfaction of expenses pursuant to Section 11(a)judgments, Borrower agrees to indemnify, pay in compromise or as fines and hold each Secured Partypenalties, and the officerscounsel fees, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (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 and documented fees and disbursements of counsel for such Indemnitees reasonably incurred by him in connection with the defense or disposition of any investigativeaction, administrative suit or judicial other 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, by the Trust or any other document related theretoperson, the consummation 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 the transactions contemplated by this Agreementhis being or having been such a Trustee, the use officer, employee or intended use of the proceeds agent, except in respect 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, that (i) Borrower matter as to which he shall have no obligation been adjudicated to an Indemnitee hereunder have acted in bad faith or with respect to Indemnified Liabilities arising from the willful misconduct or reckless disregard of his duties or gross negligence or willful misconduct not to have acted in good faith in the reasonable belief that his action was in the best interests of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdictionthe Trust; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure as to provide 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 effect that if the foregoing matters had been adjudicated, they would likely have been adjudicated in favor of Indemnitee or unless a meeting of the Trustees at which a quorum consisting of Trustees who are not parties to or threatened with such notice action, suit or other proceeding shall make such a determination. The rights accruing to Indemnitee under this Agreement shall not impair the rights and remedies 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 parties hereunder unless Borrower Trust property. The Trust may make advance payments in connection with indemnification under this Agreement, provided that Indemnitee shall have given a written undertaking to reimburse the Trust in the event it is materially prejudiced by subsequently determined that he is not entitled to such failure indemnification. The level of the indemnification shall be to provide prompt written noticethe full extent of the net equity based on appraised and/or market value of the Indemnitor.

Indemnity. In addition As further consideration for Xxxxxx Xxxxx providing the services to the payment of expenses pursuant to Section 11(a)Board as set out in the Engagement Letter, Borrower the Board 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 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 expenses incurred by Xxxxxx Xxxxx will be reimbursed by the Board promptly on demand, including any reasonable costs incurred in connection with the investigation of, preparation for, or defence of any 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 that they arise from, or have resulted from, the negligence of Xxxxxx Xxxxx or from the knowing disregard of matters of which Xxxxxx Xxxxx, or its partners, Directors, managers or employees had actual knowledge, or from Xxxxxx Xxxxx’x bad faith or wilful default. This indemnity will be in addition to any rights that Xxxxxx Xxxxx may have at common law or otherwise (including, but not limited to, any right of contribution). If Xxxxxx Xxxxx becomes aware of any claim relevant for the purposes of the indemnity, we will promptly notify the Board of the claim and will, subject to being indemnified by you to our reasonable satisfaction against all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsliabilities, claims, costs, charges and expenses and disbursements of any kind suffered or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees in connection with any investigativeincurred thereby, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred bytake, or asserted against that Indemniteeprocure to be taken, in any manner such action as the Board may reasonably request to avoid a dispute, resist, appeal, compromise or defend such a claim. Xxxxxx Xxxxx will provide the Board and its legal advisers with such information and documentation relating to or arising out of this Agreement, or any other document related thereto, such claim as the consummation Board may reasonably require. 5. Staffing of the transactions contemplated by this Agreement, engagement and working with third parties Xxxxxx Xxxxx reserves the use or intended use right to choose the personnel to undertake the engagement on behalf of the proceeds of any Board and to change them as we consider necessary during the course of the Notes, engagement. Xxxxxx Xxxxx confirms that we will use staff with the existence or perfection appropriate level of any Liens, or realization upon any Collateral, or expertise and experience for the exercise type of any right or remedy under this Agreement, or any other document related thereto (work being undertaken in the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeengagement.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)Borrower shall indemnify Agent, Borrower agrees to indemnifyeach Lender, pay and hold each Secured PartyTransferee, and the each Participant, their respective Affiliates, managers, members, officers, directors, employees, agents, consultantsrepresentatives, partnerssuccessors, auditorsassigns, accountants, affiliates accountants and attorneys of each Secured Party (collectively called collectively, the “IndemniteesIndemnified Persons”) 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 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 fees, disbursements and disbursements expenses of one regulatory counsel for to such Indemnitees Indemnified Person and one other firm of outside counsel to such Indemnified Person taken as a whole and, solely in connection the 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 Indemnified Person 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 respect to or arising out of this Agreementof, or in any litigation, proceeding or investigation instituted or conducted by any Person with respect to any aspect of, or any other document related thereto, the consummation of the transactions transaction 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 Agreementby, 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 document related thereto Loan Document, except to the extent resulting or arising from the applicable Indemnified Person’s own gross negligence or willful 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 “Indemnified Liabilities”)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 (i) the selection of counsel shall be subject to Borrower’s consent, which consent shall not be unreasonably withheld or delayed, and Borrower shall have no obligation be entitled to an Indemnitee hereunder 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 matter. 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 Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice Borrower’s prior approval of any claimssettlement, actions which shall not be unreasonably withheld or suits asserted against delayed. Notwithstanding the Indemnitee relating foregoing, if any insurer agrees to undertake the Indemnified Liabilitiesdefense 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 failure Lender reserves the right to provide such notice shall not impair retain counsel to represent any Indemnified Person with respect to an Insured Event at its sole cost and expense. To the rights and remedies extent that Agent obtains recovery from a third party other than an Indemnified Person of any of the parties hereunder unless amounts that Borrower is materially prejudiced 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, which may be made in connection with respect to any aspect of, or any transaction contemplated by such failure or referred to provide prompt written noticein, or any matter related to, any Loan Document or any agreement, document or transaction contemplated thereby.

Indemnity. In addition to The Successor Agency hereby assumes liability for, and hereby agrees (whether or not any of the payment of expenses pursuant to Section 11(a), Borrower agrees transactions contemplated hereby are consummated) to indemnify, pay protect, save and hold each Secured Partykeep harmless the Escrow Bank and its respective successors, and the officers, directors, employeesassigns, agents, consultantsemployees and servants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented legal fees and disbursements 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 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 that Indemniteethe same by the Successor Agency or any other person under any other agreement or instrument, but without double indemnity) in any manner way relating to or arising out of this Agreementthe execution, or any other document related thereto, the consummation delivery and performance of the transactions contemplated by this Agreement, the use or intended use 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 any moneys or securities by the Escrow Bank in accordance with the provisions 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, however, that (i) Borrower the Successor Agency shall have no obligation not be required to an Indemnitee hereunder with respect to Indemnified Liabilities arising from indemnify the gross Escrow Bank against the Escrow Bank’s own negligence or willful misconduct or the negligence or willful misconduct of that Indemnitee as determined the Escrow Bank’s respective employees or the willful breach by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies Escrow Bank of the parties hereunder unless Borrower is materially prejudiced terms of this Agreement. In no event shall the Successor Agency or the Escrow Bank be liable to any person by such failure reason of the transactions contemplated hereby other than to provide prompt written noticeeach other as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Bank.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower Mortgagor hereby agrees to indemnify, pay defend, protect and hold each Secured Party, harmless Mortgagee and the officers, directors, its employees, agents, consultants, partners, auditors, accountants, affiliates officers and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless agents from and against any and all liabilities, obligationsclaims and obligations which may be incurred, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements asserted or imposed upon them or any of any kind them as a result of or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees in connection with any investigativeuse, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred byoperation, 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 lease of any of the NotesLand and Property, or any part thereof, or as a result of Mortgagee seeking to obtain performance of any of the obligations due with respect to the Land and Property; provided, however, the existence foregoing indemnity shall not extend to such liabilities, claims or perfection 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 Liensright, or realization upon any Collateral, or the exercise of any right power or remedy under this AgreementMortgage 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 other document related thereto (the “Indemnified Liabilities”); providedreason, that then in every such case (i) Borrower Mortgagor and Mortgagee shall have no obligation be restored to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; their former positions and rights, (ii) the Indemnitee shall give Borrower prompt written notice of any claimsall rights, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the 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 withdrawal, discontinuance or abandonment shall be deemed to be a continuing Event of Default, and (iv) neither this Mortgage, nor the parties hereunder unless Borrower is materially prejudiced 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 failure withdrawal, discontinuance or abandonment; and Mortgagor hereby expressly waives the benefit of any statute or rule of law now provided, or which may hereafter be provided, which would produce a result contrary to provide prompt written noticeor in conflict with this sentence.

Indemnity. In addition to (a) Each party (the payment of expenses pursuant to Section 11(a), Borrower agrees to “Indemnifying Party”) will indemnify, pay defend and hold each Secured Party, harmless the other party and the its affiliates and their respective officers, directors, employeesshareholders, agents, consultants, partners, auditors, accountants, affiliates employees and attorneys of each Secured Party agents (collectively called the “IndemniteesIndemnified Party”) harmless from and against any and all losses, liabilities, claims, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees attorneys’ fees), which result from or arise 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, are related in any manner relating way to or arising out any claim, which if true, would result in a breach by the Indemnifying Party of this Agreement, including but not limited to any breach by the Indemnifying Party of any of its representations and warranties set forth herein. If a third party asserts any claim or allegation which, if proven, would constitute a breach by the Indemnifying Party of any other document related thereto, the consummation of the transactions contemplated by its representations and warranties set forth in this Agreement, the use or intended use Indemnifying Party shall be promptly notified of such claim by the Indemnified Party. The Indemnifying Party shall be entitled to assume direction and control of the proceeds of any defense of the Notesclaim (including the employment of counsel, 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, that (i) Borrower who shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating be reasonably satisfactory to the Indemnified Liabilities, provided, however, that failure Party) and the payment of expenses. The Indemnified Party shall use commercially reasonably efforts to provide such notice shall not impair cooperate as requested in the rights and remedies defense of the parties 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 the defense thereof. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which indemnity could have been sought hereunder unless Borrower is materially prejudiced by such failure 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 Indemnified Party shall be entitled to provide prompt written noticeassume defense of any such claim, The Indemnifying Party shall use commercially reasonable efforts to cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all witnesses, records, material and information in the Indemnifying Party’s possession or control as reasonably requested by the Indemnified Party.

Indemnity. 1. In addition to connection with the payment Company’s engagement of expenses pursuant to Section 11(a)Wxxxxxxxxx hereunder, Borrower the Company hereby agrees to indemnify, pay indemnify and hold each Secured Partyharmless Wxxxxxxxxx and its affiliates, and the officersrespective controlling persons, directors, employeesofficers, agentsmembers, consultantsshareholders, partners, auditors, accountants, affiliates agents and attorneys employees of each Secured Party any of the foregoing (collectively called the “IndemniteesIndemnified Persons”) harmless ), from and against any and all liabilitiesclaims, obligationsactions, lossessuits, proceedings (including those of shareholders), damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses and disbursements incurred by any of any kind or nature whatsoever them (including the reasonable and documented fees and disbursements expenses of one counsel for such Indemnitees in connection with any investigativeaddition to one local counsel per jurisdiction, administrative or judicial proceeding commenced or threatenedif applicable), as incurred, whether or not such Indemnitee shall be designated the Company is a party theretothereto (collectively a “Claim”), that are (A) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating related to or arising arise 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, that (i) Borrower any 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 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 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 no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising resulted from the fraud, gross negligence or willful misconduct of any such Indemnified Person for such Claim. The Company further agrees that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee no Indemnified Person shall give Borrower prompt written notice of have any claims, actions or suits asserted against the Indemnitee relating liability to the Company for or in connection with the Company’s engagement of Wxxxxxxxxx except for any Claim incurred by the Company as a result of such Indemnified LiabilitiesPerson’s fraud, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticegross negligence or willful misconduct.

Indemnity. In addition to the payment of expenses pursuant to Section 11(aLessee shall indemnify, defend and keep harmless Lessor and any Assignee, and their respective agents and employees (each, an "Indemnitee"), 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 from and against any and all liabilitiesClaims (other than such as may directly and proximately result from 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 (1) no Default or Event of Default has occurred and is then continuing, (2) Lessee confirms, in writing, its unconditional and irrevocable commitment to indemnify each Indemnitee with respect to such 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, damages, penalties, actionsfines, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever liabilities (including strict liability), charges that Lessor has incurred or for which it is responsible, in the reasonable nature of interest, Liens, and documented costs (including attorneys' fees and disbursements and any other legal or non-legal expenses of counsel for such Indemnitees in connection with investigation or defense of any investigative, administrative or judicial proceeding commenced or threatenedClaim, whether or not such Indemnitee shall be designated a party thereto) that may be imposed onClaim is ultimately defeated or enforcing the rights, incurred byremedies or indemnities provided for hereunder, or asserted 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 that Indemniteeany person, in arising on account of (A) any manner relating to Lease Document, including the performance, breach (including any Default or arising out Event of this Agreement, Default) or any other document related thereto, the consummation of the transactions contemplated by this Agreement, the use or intended use of the proceeds enforcement of any of the Notesterms 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 time, or (C) 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 that item of Equipment, the existence of latent and other defects (whether or perfection of not discoverable by Lessor or Lessee) any Liensclaim in tort for negligence or strict liability, and any claim for patent, trademark or realization upon any Collateralcopyright infringement, or the exercise loss, damage, destruction, theft, removal, return, surrender, sale or other disposition of any right or remedy under this Agreementthe Equipment, or any item thereof, including, Claims involving or alleging environmental damage, or any criminal or terrorist act, or for whatever other document related thereto reason whatsoever (the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising excluding Claims resulting solely and directly from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) any Indemnitee). If any Claim is made against Lessee or an Indemnitee, the Indemnitee shall give Borrower prompt written party receiving notice of any claimssuch Claim shall promptly notify the other, actions or suits asserted against but the Indemnitee relating failure of the party receiving notice to so notify the Indemnified Liabilities, provided, however, that failure to provide such notice other shall not impair the rights and remedies relieve Lessee of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeany obligation hereunder.

Indemnity. In addition to the payment of expenses pursuant to --------- Section 11(a)13.1, Borrower whether or not the transactions contemplated hereby shall be consummated, Intermediate Holdings (as "Indemnitor") agrees to indemnify, pay ---------- and hold each Secured Partythe Purchaser, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys Affiliates of each Secured Party the Purchaser (collectively called the “"Indemnitees”") harmless ----------- from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses liabilities, damages, and disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable and documented 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) that ), 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 any the other document documents related theretoto the transactions, the consummation of Purchaser's agreement to purchase the transactions contemplated by this Agreement, Discount Notes or 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 proceeds thereof to Intermediate Holdings (the “"Indemnified Liabilities”"); provided, that (i) Borrower Indemnitor ----------------------- -------- shall not have no any obligation to an Indemnitee hereunder with respect to an Indemnified Liabilities arising Liability to the extent that such Indemnified Liability arises from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee. Each Indemnitee shall give Borrower the Indemnitor prompt written notice of any claims, actions or suits asserted against the claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee relating to the Indemnified Liabilities, has knowledge; provided, however, that any failure to provide -------- give such notice shall not impair affect the rights and remedies obligations of the parties Indemnitor unless (and then solely to the extent) such Indemnitor is prejudiced. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which they are responsible for indemnification hereunder unless Borrower (provided that the Indemnitor will not settle any 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 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 materially prejudiced responsible to the Indemnitee with respect to such 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 -------- ------- controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 13.2 that is effected without its prior written consent. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Intermediate Holdings shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by such failure to provide prompt written noticethe Indemnities or any of them.

Indemnity. In addition This section is amended to state in its entirety: “REE will indemnify and hold CUSTOMER harmless from any and all loss, damages, suits, penalties, costs, liabilities, and expenses (including, but not limited to, reasonable investigation and legal expenses) arising out of any claim for loss, damage to property, including Customer’s property, and injuries to or death of persons, including CUSTOMER’s employee, caused by 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 the payment extent that the loss, damages, suits, penalties, costs, liabilities, and expenses result from CUSTOMER’S provisions to REE of expenses pursuant 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 Section 11(a), Borrower defend CUSTOMER in (and control the defense of) any litigation arising out of the occurrence from which CUSTOMER claims that REE indemnity obligation exists. CUSTOMER agrees to indemnifyresponsibility of the negligent acts of its employees. With respect to any claim for indemnification, pay 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 hold each Secured Party, and the officers, directors, (ii) allow REE (including its employees, agents, consultantsand counsel) reasonable access to any of its employees, partnersproperty and records for the purpose of conducting an investigation of such claim for the purpose of obtaining statements, auditorsphotographs, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from chemical analysis 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 taking 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 other steps as may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating necessary to or arising out of this Agreement, or any other document related thereto, the consummation preserve evidence of the transactions contemplated by this Agreementoccurrence on which claim is based. If CUSTOMER denies REE other party reasonable access as set forth above, CUSTOMER shall assume role responsibility for 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; claim for which indemnification is sought and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure be entitled to provide prompt written noticeindemnity.

Indemnity. In addition to the payment of expenses pursuant (i) Subject to Section 11(a5(a)(ii), Borrower agrees to indemnifythe Pledgor hereby indemnifies and holds harmless the Securities Intermediary, pay its Affiliates and hold each Secured Party, and the their respective officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates representatives and attorneys of each Secured Party agents (collectively called referred to for the “Indemnitees”purposes of this Section 5(a) harmless from and as the Securities Intermediary), against any and all liabilitiesloss, obligationsclaim, lossesdamage, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind expense or nature whatsoever liability (including the reasonable costs and documented fees and disbursements expenses of counsel for such Indemnitees defending against any claim of liability), or any action in connection with any investigativerespect thereof, administrative or judicial proceeding to which the Securities Intermediary may become subject, whether commenced or threatened, whether insofar as such loss, claim, damage, expense, liability or not such Indemnitee shall be designated a party thereto) that may be imposed onaction arises out of or is based upon the execution, incurred by, delivery or asserted against that Indemnitee, in any manner relating to or arising out performance of this Agreement, but excluding any such loss, claim, damage, expense, liability or any other document related thereto, the consummation action arising out of the transactions contemplated by this Agreementbad faith, 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee the Securities Intermediary, and shall reimburse the Securities Intermediary promptly upon demand for any reasonable and documented out-of-pocket legal or other expenses reasonably incurred by the Securities Intermediary in connection with investigating or preparing to defend or defending against or appearing as determined by a final non-appealable judgment by a court third party witness in connection with any such loss, claim, damage, expense, liability or action as such expenses are incurred. No provision of competent jurisdiction; and (ii) this Agreement shall require the Indemnitee shall give Borrower prompt written notice Securities Intermediary to expend or risk its own funds or otherwise incur any financial liability in the performance of any claimsof its duties hereunder, actions or suits asserted 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 the Indemnitee relating such risk or liability is not reasonably assured to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies it. The obligations of the parties hereunder unless Borrower is materially prejudiced by such failure Pledgor under this clause (a) are referred to provide prompt written noticeas the “Securities Intermediary Indemnity”. The provisions of this section will survive the termination of this Agreement and the resignation or removal of the Securities Intermediary.

Indemnity. In addition 6. If the Company does not renounce to the payment Subscriber, effective on or before December 31, 2008, and incur on or before December 31, 2009 Qualifying Expenditures equal to the Commitment Amount, the Company shall indemnify and hold harmless the Subscriber and each of expenses 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 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 Section 11(a)subsection 66(12.73) of the Act, Borrower agrees to indemnify, pay the Company shall indemnify and hold harmless each Secured PartyIndemnified Person as to, and pay to the officersIndemnified Person, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called an amount equal to the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements amount of any kind 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 corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction provided that nothing in this paragraph shall derogate from any rights or nature whatsoever (including remedies the reasonable Subscriber may have at common law with respect to liabilities other than those payable under the Act and documented fees any corresponding provincial legislation. For certainty, the foregoing indemnity shall have no force or effect and disbursements the Subscriber shall not have any recourse or rights of counsel for action to the extent that such Indemnitees in connection with indemnity, recourse or rights of action would otherwise cause the FT Shares to be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Act. To the extent that any investigative, administrative or judicial proceeding commenced or threatened, whether or Person entitled to be indemnified hereunder is 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, that (i) Borrower Subscriber shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; obtain and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair hold the rights and remedies benefits of this Agreement in trust for, and on behalf of, such Person and such Person shall be entitled to enforce the parties hereunder unless Borrower provisions of this section notwithstanding that such Person is materially prejudiced by such failure not a party to provide prompt written notice.this Agreement. Closing

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay and hold each Secured Party, (i) The Company and the officersFounder shall, directorsjointly and severally, employeesindemnify the Investor for any losses, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, liens, penalties, actionscosts and expenses, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented advisor’s fees and disbursements other reasonable expenses 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 investigation and defense of any of the Notesforegoing, incurred by the existence or perfection Investor as a result of any Liens, breach or realization upon violation of any Collateral, representation or warranty made by the Company or the exercise of any right or remedy under this AgreementFounder, or any breach by the Company or the Founder of any covenant or agreement contained herein or in any of the other document related thereto Transaction Documents (the “Indemnified LiabilitiesIndemnifiable Event”), and each PRC Company hereby indemnifies the Investor for any losses, liabilities, damages, liens, penalties, costs and expenses, 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; providedprovided that in any 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) Borrower shall have no obligation to an Indemnitee the price paid for each Series A Preferred Share hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee (as determined by a final non-appealable judgment by a court of competent jurisdiction; adjusted for share splits, combinations, recapitalizations, reclassifications and similar transactions) and (ii) the Indemnitee shall give Borrower prompt written notice fair market value of any claims, actions or suits asserted against the Indemnitee relating such Ordinary Share determined pursuant to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeSection 9.3(iv).

Indemnity. In addition to Each party (the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay and hold each Secured "Indemnifying Party, and ") shall indemnify the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party other party (collectively called the “Indemnitees”"Indemnified Party") harmless from and against any and all liabilities, obligationsclaims, losses, damagescosts and expenses, penaltiesincluding reasonable attorneys' fees, actionswhich the Indemnified Party may incur as a result of claims in any form by third parties arising from: (x) the Indemnifying Party's acts, judgmentsomissions or misrepresentations to the extent that the Indemnifying Party is deemed an agent of the Indemnified Party, suitsor (y) the Indemnifying Party's breach of its privacy policy. In addition, theglobe shall indemnify Boxlot against any and all claims, costslosses, expenses costs and disbursements expenses, including reasonable attorneys' fees, which Boxlot may incur as a result 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, claims in any manner relating to form by third parties arising from the Page Templates or theglobe Marks. In addition, Boxlot 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 out of this Agreementfrom Boxlot Banners, or any other document related theretoBoxlot Content, Boxlot Marks, the consummation Service (excluding the Page Templates or theglobe Marks) or Boxlot's breach of Section 12.1. The foregoing obligations are conditioned on 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, that Party: (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from giving the gross negligence or willful misconduct Indemnifying Party notice of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and the relevant claim, (ii) cooperating with the Indemnitee shall give Borrower prompt written notice 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 claimssuch claim, actions or suits asserted against except that the Indemnitee relating to Indemnifying Party shall not enter into any settlement that affects the Indemnified Liabilities, provided, however, that failure Party's rights or interest without the Indemnified Party's prior written approval. The Indemnified Party shall have the right to provide such notice shall not impair participate in the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticedefense at its expense.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)The Lender shall pay, Borrower agrees to indemnifydefend, pay protect, indemnify and hold each Secured Partythe Authorities and its directors, officers, counsel, advisors and agents, the City of Tucson and the officersMayor and members of its City Council and agents and Pima County and the members of its Board of Supervisors and agents (each, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the an “IndemniteesAuthority Indemnified Party”) harmless for, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind Liabilities directly or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative indirectly arising from 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 any material failure on the part of the Lender to perform its services, duties and obligations under the terms and provisions of this Agreement, Agreement and the Program Guidelines. Paragraph (a) above intends to provide indemnification to Authority Indemnified Party for his or any other document related thereto, the consummation of the transactions contemplated by this Agreement, the use her active or intended use of the proceeds of any of the Notes, the existence passive negligence 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”)misconduct; provided, however, that nothing in Paragraph (ia) Borrower above shall have no obligation be deemed to an Indemnitee hereunder provide indemnification to any Authority Indemnified Party with respect to Indemnified any Liabilities arising from the fraud, gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court such Authority’s Indemnified Party. Any party entitled to indemnification hereunder shall notify the Lender of competent jurisdiction; the existence of any claim, demand or other matter to which the Lender’s indemnification obligation applies, and (ii) the Indemnitee shall give Borrower prompt written 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 claimsand all defenses to any claim asserted, actions fails to assume the defense or suits asserted against the Indemnitee relating to employ counsel for that purpose satisfactory to the Authorities Indemnified LiabilitiesParty, providedthe Authorities Indemnified Party shall have the right, howeverbut not the obligation, that failure to provide such notice undertake the defense of, and to compromise or settle the claim or other matter on behalf of, for the account of and at the risk of, the Lender. The Lender shall not impair be responsible for the rights reasonable counsel fees, costs and remedies expenses of the parties hereunder unless Borrower is materially prejudiced by such failure Authorities Indemnified Party in conducting its defense. The Indemnified Parties and the Authorities Indemnified Parties, other than the Authorities, shall be considered to provide prompt written noticebe intended third-party beneficiaries of this Agreement and the Program Guidelines for purposes of this Section. The provisions of this Section shall be in addition to all liability which the Lender may otherwise have and shall survive any termination of this Agreement and the Program Guidelines.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)Borrower shall pay, Borrower agrees to indemnify, pay defend 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”) Indemnified Parties harmless from and against any and all liabilities, obligations, losses, damagesclaims, penaltiesdemands, suits, actions, judgmentsinvestigations, suitsproceedings, claimsand damages, costs, expenses and disbursements of any kind or nature whatsoever (including the all reasonable and documented attorneys' fees and disbursements and other costs and expenses actually incurred in connection therewith (as and when they are incurred and irrespective of counsel for such Indemnitees 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 investigativeinvestigation, administrative litigation, or judicial proceeding commenced related to the Project or threatened, this Agreement or any Loan Document (irrespective of whether or not such Indemnitee shall be designated any Indemnified Party is a party thereto) that may be imposed on, incurred by), or asserted against that Indemniteeany act, omission, event, or circumstance 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 (all the “foregoing, collectively, the "Indemnified Liabilities”"); provided. The foregoing to the contrary notwithstanding, that (i) Borrower shall have no obligation to an Indemnitee hereunder any Indemnified Party under this paragraph with respect to any Indemnified Liabilities arising Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of that Indemnitee such Indemnified Party. If any Indemnified Party makes any payment to any other Indemnified Party with respect to an Indemnified Liability as determined to which Borrower was required to indemnify the Indemnified Party receiving such payment, the Indemnified Party making such payment is entitled to be indemnified and reimbursed by a final non-appealable judgment by a court Borrower with respect thereto. Lender may notify Borrower of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice progress of any claimsclaims with respect to Indemnified Liabilities pursuant to this Section 7.11 and Borrower shall be entitled, actions or suits asserted against at its own cost and expense, to participate in the Indemnitee relating 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 Indemnified Liabilities, provided, however, that failure to provide Lender shall control such notice defense. The obligations of Borrower in this Section 7.11 shall survive the termination of this Agreement and the discharge of Borrower's other obligations under this Agreement. The provisions of this Section 7.11 shall not impair he applicable to claims made by third parties in the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeevent Lender acquires an equity interest in Borrower.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)--------- subsection 10.1, whether or not the transactions contemplated hereby shall be --------------- consummated, Borrower agrees to indemnify, pay and hold Agent and each Secured Party, Lender and any holder of the Notes and the officers, directors, employees, agents, consultants, partners, auditors, accountantspersons engaged by Agent or any Lender and any holder of the Revolving Note[s] to evaluate or monitor the Collateral, affiliates and attorneys of each Secured Party Agent, Lender and such holders (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 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, Agreement or any the other document related theretoLoan 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 Notes, the existence or perfection of any Liens, or realization upon any Collateral, Loans or the exercise of any right or remedy hereunder or under this Agreement, or any the other document related thereto Loan Documents (the “"Indemnified Liabilities”"); provided, provided that (i) Borrower shall have no obligation to an Indemnitee -------- hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written notice.

Indemnity. In addition The Borrowers agree to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay indemnify and hold each Secured Party, harmless the Banks and the their respective officers, directors, employees, agents, consultantsattorneys and representatives (singularly, partnersan "Indemnified Party", auditorsand collectively, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”"Indemnified Parties") harmless from and against any and all liabilitiesloss, obligationscost, lossesliability, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind damage or nature whatsoever expense (including the reasonable and documented fees and disbursements out-of-pocket expenses of counsel for to the Banks, including all local counsel hired by such Indemnitees 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 investigativeother action with respect to the Loan Documents and all documents, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be designated a party thereto) that may be imposed onin addition to any other obligations or liabilities of the Borrowers to the Banks hereunder or at common law or otherwise, incurred by, or asserted against that Indemnitee, in and shall survive any manner relating to or arising out termination of this Agreement, or any other document related thereto, the consummation expiration of the transactions contemplated by this Agreement, Loan and the use or intended use payment of all indebtedness of the proceeds of any of Borrowers to the Banks hereunder and under the Notes, provided that 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, that (i) Borrower Borrowers shall have no obligation under this Section 19 to an Indemnitee hereunder the Bank with respect to Indemnified Liabilities any of the foregoing arising from out of the gross negligence or willful misconduct of that Indemnitee as determined the Banks. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify the Borrowers of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the actual harm caused by a final non-appealable judgment by a court such failure). The Indemnified Party shall have the right to employ, at the Borrowers' expense, counsel of competent jurisdiction; the Indemnified Parties' choosing and (ii) to control the Indemnitee shall give Borrower prompt written notice defense of the Claim. The Borrowers may at their own expense also participate in the defense of any claims, actions or suits asserted against the Indemnitee relating Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to the extent such Indemnified LiabilitiesParty believes it reasonably prudent to protect such Indemnified 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, providedWHETHER OR NOT THAT NEGLIGENCE IS THE SOLE, howeverCONTRIBUTING, that failure to provide such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeOR CONCURRING CAUSE OF ANY CLAIM.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay Supplier shall indemnify and hold each Secured PartyApple, Apple Affiliates and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) Apple Personnel harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses damages and disbursements of any kind or nature whatsoever fees (including attorney and other professional fees) attributable to any claims or allegations that: (i) 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 AgreementGoods, or any other document related theretoportion thereof, or the consummation of the transactions contemplated by this Agreement, the use incorporation or intended use of the proceeds of Goods in Apple products, directly or indirectly infringes 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”)third-party’s Intellectual Property Rights; provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice 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 claimsterm of this Agreement (“Covered Claims”). Supplier shall provide all reasonable assistance, actions at [CONFIDENTIAL TREATMENT REQUESTED] expense, to Apple and to Apple’s counsel, advisers, and experts in responding to, defending, and remedying the 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 suits asserted against other applicable rules, Supplier shall participate as a third-party intervenor in the Indemnitee relating to proceeding. In addition, Supplier shall, upon Apple’s request, lead the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies defense of the parties hereunder unless Borrower is materially prejudiced by Covered Claims, at [CONFIDENTIAL TREATMENT REQUESTED] expense, provided that Apple: (a) notifies Supplier promptly in writing of any such failure claims or allegations; (b) permits Supplier to provide prompt written noticerespond 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, at [CONFIDENTIAL TREATMENT REQUESTED] expense. [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower agrees to indemnify, pay exonerate, defend, pay, and hold each Secured Partyharmless Lender, and the officers, directors, employees, agentsand agents of and counsel to Lender and such holders (collectively, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees” and individually, an “Indemnitee”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses expenses, and disbursements of any kind or nature whatsoever (including including, the reasonable and documented out-of-pocket fees and disbursements of counsel for such Indemnitees in connection with any investigativeinvestigation, administrative administrative, or judicial proceeding commenced or threatenedproceeding, whether or not such Indemnitee shall be designated a party thereto) ), that may be imposed on, incurred by, or asserted against that such Indemnitee, in any manner relating to or arising out of this Agreement, Agreement or any other document related theretoLoan Document, the use or intended use of the proceeds of the Loans or the consummation of the transactions contemplated by this Agreement, the use including any matter relating to or intended use arising out of the proceeds filing or recordation of any of the Notes, the existence Loan Documents which filing or perfection of recordation is done based upon information supplied by any Liens, or realization upon any Collateral, or the exercise of any right or remedy under this Agreement, or any other document related thereto Borrower to Lender and its counsel (the “Indemnified Liabilities”); provided, however, that (i) no Borrower shall have no obligation to an Indemnitee hereunder be liable with respect to Indemnified Liabilities arising from to the gross negligence or willful misconduct of that Indemnitee as determined by extent such Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction; and (ii) jurisdiction to have resulted from the Indemnitee shall give Borrower prompt written notice gross negligence or willful misconduct of any claimssuch Indemnitee. To the extent that the undertaking to indemnify, actions pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or suits asserted against public policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, such Borrower shall make the Indemnitee relating maximum contribution to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights payment and remedies satisfaction of each of the parties hereunder unless Borrower Indemnified Liabilities that is materially prejudiced by such failure to provide prompt written noticepermissible under applicable law. The obligations of Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligations.

Indemnity. In addition Borrowers agree to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay indemnify and hold each Secured Party, harmless the Banks and the their respective officers, directors, employees, agents, consultantsattorneys and representatives (singularly, partnersan "Indemnified Party", auditorsand collectively, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”"Indemnified Parties") harmless from and against any and all liabilitiesloss, obligationscost, lossesliability, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind damage or nature whatsoever expense (including the reasonable and documented fees and disbursements out-of-pocket expenses of counsel for to the Banks, including all local counsel hired by such Indemnitees 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 investigativeother action with respect to the Loan Documents and all documents, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee items and materials contemplated thereby even if any of the foregoing arises out of an Indemnified Party's ordinary negligence. The indemnity set forth herein shall be designated a party thereto) that may be imposed onin addition to any other obligations or liabilities of Borrowers to the Banks hereunder or at common law or otherwise, incurred by, or asserted against that Indemnitee, in and shall survive any manner relating to or arising out termination of this Agreement, or any other document related thereto, the consummation expiration of the transactions contemplated by this Agreement, Revolving Loans and the use or intended use payment of all indebtedness of Borrowers to the proceeds of any of Banks hereunder and under 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 (i) Borrower Borrowers shall have no obligation under this Section to an Indemnitee hereunder the Bank with respect to Indemnified Liabilities any of the foregoing arising from out of the gross negligence or willful misconduct of that Indemnitee as determined any Indemnified Party. If any Claim is asserted against any Indemnified Party, the Indemnified Party shall endeavor to notify Borrowers of such Claim (but failure to do so shall not affect the indemnification herein made except to the extent of the actual harm caused by a final non-appealable judgment by a court such failure). The Indemnified Party shall have the right to employ, at Borrowers' expense, counsel of competent jurisdiction; the Indemnified Parties' choosing and (ii) to control the Indemnitee shall give Borrower prompt written notice defense of the Claim. Borrowers may at its own expense also participate in the defense of any claims, actions or suits asserted against the Indemnitee relating Claim. Each Indemnified Party may employ separate counsel in connection with any Claim to the extent such Indemnified LiabilitiesParty believes it reasonably prudent to protect such Indemnified 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 ordinary negligence, providedwhether or not that negligence is the sole, howevercontributing, that failure to provide such notice shall not impair the rights and remedies or concurring cause of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeany Claim.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)Writer hereby indemnifies, Borrower agrees to indemnifysaves and holds Publisher, pay its successors and hold each Secured Partyassigns, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsliability, claims, costsdemands, expenses loss and disbursements of any kind or nature whatsoever damage (including the reasonable and documented counsel 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 theretocourt costs) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement, or connected with any other document related thereto, the consummation of the transactions contemplated claim or action by this Agreement, the use or intended use of the proceeds of a third party which is inconsistent with any of the Noteswarranties, the existence representations or perfection of any Liens, or realization upon any Collateral, or the exercise of any right or remedy under agreements made by Writer in this Agreement, or any other document related thereto (the “Indemnified Liabilities”); provided, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by Agreement which results in a final non-appealable judgment by a court of competent jurisdiction; , and (ii) the Indemnitee Writer shall reimburse Publisher, on demand, for any loss, cost, expense or damage to which said indemnity applies. Publisher shall give Borrower Writer prompt written notice of any claimsclaim or action covered by said indemnity, actions and Writer shall have the right, at Writer’s expense, to participate in the defense of any such claim or suits asserted against action with counsel of Writer’s choice. Pending the Indemnitee relating 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 Agreement or under any other agreement between Writer and Publisher or its affiliates as shall be reasonably related to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies amount of the parties hereunder unless Borrower claim and estimated outside counsel fees and costs. If Publisher shall settle or compromise any such claim or action, the foregoing indemnity shall cover only that portion (if 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 or compromise which Publisher is materially prejudiced by 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 failure bond within ten (10) business days, Writer shall be deemed to provide prompt written noticehave approved of said settlement or compromise.

Indemnity. In addition to Further, by the payment of expenses pursuant to Section 11(a)execution hereof, the Borrower and each Subsidiary Borrower agrees to indemnify, pay indemnify and hold each Secured Party, harmless the Administrative Agent and the Lenders and the Issuing Lenders and their respective directors, officers, directorsemployees and agents (each, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the an “IndemniteesIndemnified Party”) 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 and documented fees and disbursements of counsel for counsel), losses, claims, damages and liabilities arising out of any claim, litigation, investigation or proceeding (regardless of whether any such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated Indemnified Party is a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner way relating to the 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 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, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified LiabilitiesParty 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 Indemnified Parties (unless there shall exist an actual conflict of interest among such Indemnified Parties, and in such case, not 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, nor shall the Borrower or any Subsidiary Borrower be liable for any settlement of any proceeding effected without the Borrower’s or such Subsidiary Borrower’s written consent, and provided further, however, that failure to provide such notice this Section 10.5 shall not impair be construed to expand the rights and remedies scope of the parties hereunder unless reimbursement obligations of the Borrower is materially prejudiced by such failure and any Subsidiary Borrower specified in Section 10.4. The obligations of the Borrower and any Subsidiary Borrower under this 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 liable for any special, indirect, consequential or punitive damages in connection with its activities relating to provide prompt written noticethis Agreement and the other Fundamental Documents.

Indemnity. In addition to the payment Each of expenses pursuant to Section 11(a)Company and Transferor (in such capacity, Borrower "Indemnitor") agrees to indemnify, pay indemnify and hold each Secured Partythe other party (in such capacity, and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”"Indemnitee") harmless from and against any and all liabilitiesloss, obligationscost, lossesliability, damagesdamage or expense including, penaltieswithout limitation, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented attorneys' fees and disbursements of counsel for such Indemnitees costs in all trial and appellate proceedings ("Losses") incurred in connection with any investigativeclaim by a third party, administrative including, without limitation, any current or judicial proceeding commenced former shareholder, director, officer, employee or threatenedagent of Transferor (a "Claim"), whether or not such Indemnitee shall be designated a party thereto) that may be imposed onmade, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of (x) in the case of Company (as Indemnitor), the Assumed Liabilities or any failure by Company for any reason to pay, perform and discharge any Assumed Liabilities, or (y) in the case of Transferor (as Indemnitor) the Excluded Liabilities or 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 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, 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 (i) Borrower shall have no obligation to such settlement includes an unconditional release of the Indemnitee hereunder from all liability with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; such Claim and (ii) such settlement does not involve the imposition of equitable remedies or the imposition of any material obligations on the Indemnitee shall give Borrower prompt written notice 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 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 claims, actions or suits asserted against the Claim. The Indemnitee relating will also make available to the Indemnified LiabilitiesIndemnitor, providedas reasonably requested, howeverits personnel (including technical), that failure agents and other representatives who are responsible for preparing or maintaining information, records or other documents, or who may have particular knowledge with respect to provide such notice shall not impair any Claim. 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, and/or assign to Indemnitor, any rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure contribution or to provide prompt written noticereimbursement, whether contractual or otherwise.

Indemnity. In addition to the payment of expenses pursuant to Section 11(a)Each party shall defend, Borrower agrees to indemnify, pay indemnify and hold each Secured Partyharmless the other party and such other party’s Affiliates, and the employees, officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the “Indemnitees”) harmless agents from and against any and all liabilities, obligations, losses, damages, penaltiescosts or expenses (including, actionswithout limitation, judgmentsreasonable attorneys’ fees) (collectively, suits“Losses”) resulting from or arising in connection with the breach by the indemnifying party of any of its representations, claimswarranties, 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 disbursements 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 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 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 kind or nature whatsoever (including the reasonable violation of law and documented fees and disbursements of counsel for such Indemnitees in connection with no effect on any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) other claims that may be imposed onmade 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, 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, that (i) Borrower which shall not be unreasonably withheld. The Indemnifying Party shall have no obligation to an Indemnitee hereunder with respect to indemnify and hold harmless the Indemnified Liabilities arising Party from any loss, expense or liability incurred by the gross negligence or willful misconduct Indemnified Party as a result of that Indemnitee as determined by a final non-appealable default judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted entered against the Indemnitee relating Indemnified Party unless such judgment was entered after the Indemnifying Party agreed, in writing, to assume the Indemnified Liabilities, provided, however, that failure to provide defense of such notice shall not impair the rights and remedies of the parties hereunder unless Borrower is materially prejudiced by such failure to provide prompt written noticeproceeding.

Indemnity. In addition To the fullest extent allowed by law, I agree to the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay indemnify and hold each Secured PartySnowbasin harmless for any claims arising from my “use of Snowbasin”, falls, the operation of Snowbasin and the officers, directors, employees, agents, consultants, partners, auditors, accountants, affiliates and attorneys from claims of each Secured Party (collectively called the others related to my “Indemnitees”) harmless from and against any and use of Snowbasin” even if Snowbasin was negligent. My obligations include paying all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimsattorneys’ fees, costs, expenses or judgments incurred by Snowbasin as a result of my obligations to indemnify or the breach of this agreement. I have read, agree, and disbursements of any kind or nature whatsoever (including understood 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 terms of this Agreement, or any including the other document side of this form. I agree never to file a lawsuit against Snowbasin related thereto, the consummation of the transactions contemplated by this Agreement, the use or intended to my “use of Snowbasin” even if Snowbasin was negligent. However, I agree that any lawsuit filed against Snowbasin shall be filed in the proceeds Third District Court in the State of any of the Notes, the existence or perfection of any Liens, or realization upon any CollateralUtah, or the exercise Federal Court for the District of Utah. I agree that if any right 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 fullest extent allowed by law. This Agreement is not intended to affect the provisions of Utah’s Inherent Risk of Skiing Statute § 78B-4-401 et seq. Persons under the age of 18 (“minor”) are required to have an authorized parent or remedy under legal guardian (hereinafter “Parent”) read and sign this Agreement. To the fullest extent allowed by law, the Parent individually and on behalf of the 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 document related thereto (parent’s claims even if Snowbasin is 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 “Indemnified Liabilities”); provided, that (iminor(s) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) the Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the Indemnitee relating to the Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and remedies all of the parties hereunder unless Borrower is materially prejudiced risks involved in skiing. The Parent agrees to pay all medical bills and expenses incurred by such failure the minor(s) and waives all rights of subrogation against Snowbasin. The Parent agrees to provide prompt written notice.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 Pass/Card Holder Print Parent Name (if under 18)

Indemnity. In addition to (a) The Company shall indemnify the payment of expenses pursuant to Section 11(a), Borrower agrees to indemnify, pay Manager and hold each Secured Party, and the officersits managers, directors, employeesofficers, agentsemployees and agents (each such person, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (collectively called the an “IndemniteesIndemnified Party”) harmless from and against any and all liabilitieslosses, obligationsclaims, lossesactions, suits, damages, penalties, actions, judgments, suitsliabilities and expenses (including, claimswithout limitation, costsreasonable attorneys’ fees but excluding lost profits, consequential damages and other indirect or special damages and any costs and expenses and disbursements attributable solely to administrative overheads) (collectively, “Losses”) which any of any kind them may pay 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 incur arising out of or relating this AgreementAgreement 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 Manager or any other document related thereto, the consummation Indemnified Party as a result of the transactions contemplated by Indemnified Party’s gross negligence, willful misconduct or material breach of its obligations under this Agreement. If any action, the use suit or intended use of the proceeds of proceeding arising from any of the Notesforegoing is brought against any Indemnified Party, the existence Company will resist and defend such action, suit or perfection proceeding or cause the same to be resisted and defended by its counsel (which counsel shall be reasonably satisfactory to the affected Indemnified Party) and shall pay all costs 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”)defense as incurred; provided, however, that (i) Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as if it is finally determined by a final non-appealable judgment by a court of competent jurisdiction; and (ii) jurisdiction that such Indemnified Party is not entitled to indemnification hereunder, the Indemnitee Indemnified Party shall give Borrower prompt written notice immediately reimburse the Company all amounts spent by the Company in defense of such Indemnified Party. Each Indemnified Party shall immediately notify the Company of any claimsdamage, actions loss, liability, cost or suits asserted against the Indemnitee relating to expense which the Indemnified LiabilitiesParty has determined has given or would give rise to a right of indemnification under this Agreement and the Company shall have the exclusive right to compromise or defend any such liability or claim at its own expense, provided, however, that failure which decision shall be binding and conclusive upon the Indemnified Party. Failure to provide give such notice shall not impair relieve the rights and remedies Company of its indemnity under this Agreement; provided, that the parties hereunder unless Borrower is materially prejudiced by Company shall not be held responsible for any damage, loss, liability, cost or expense resulting from the failure to give such notice or if such failure to provide prompt written noticeresults in the forfeiture of substantive rights. The Company’s obligations under this Section 5(a) shall survive any termination of this Agreement.