Common use of General Indemnification Clause in Contracts

General Indemnification. (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, Contributor the Seller shall indemnify, hold harmless and defend the Operating Partnership REIT and the REIT, and their ’s respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively collectively, the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor the Seller contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor the Seller pursuant thereto. In each case, Contributor the Seller shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties), and any necessary local counsel. (b) Contributor The Seller shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor the Seller until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor the Seller for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor the Seller in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor the Seller to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor the Seller with respect to insurance coverage disputes shall constitute Losses paid by Contributor the Seller for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, each Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Each Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, Contributor each party hereto (each of which is an “Indemnifying Party”) shall indemnify, indemnify and hold harmless the other party and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates its Affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expensesexpenses of any nature whatsoever, including, without limitation, interest, penalties, including amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) arising out of or relating to, asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party in connection with or as a result of any breach of a representation, warranty or covenant of Contributor the Indemnifying Party contained in this Agreement, Agreement or in any Scheduleschedule, Exhibitexhibit, certificate or affidavit or any other agreement, document or instrument delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Indemnifying Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhaustedAgreement; provided, however, that that: (i) the Operating Partnership and the REIT may make a claim shall not have any obligation under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Article to indemnify any Indemnified Party later receives insurance proceeds with respect to against any Losses paid to the extent that such Losses arise by either virtue of (A) any diminution in value of the OP Units, (B) the Contributor’s breach of this Agreement, gross negligence, wilful misconduct or fraud or (C) CyrusOne LLC’s operation of its business or the ownership and operation of its assets outside of the ordinary course of business prior to the Closing Date; and (ii) the Contributor for the benefit of shall not have any obligation under this Article to indemnify any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of against any deductible amount pursuant to Section 3.2(a) hereof up Losses to the amount actually paid extent that such Losses arise by virtue of (A) any diminution in value of the Properties, (B) the Operating Partnership’s breach of this Agreement, gross negligence, wilful misconduct or deemed paidfraud or (C) by Contributor the Operating Partnership’s operation of its business or the ownership and operation of its assets outside of the ordinary course of business prior to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).Closing Date; and

General Indemnification. (a) From and after the Closing Date, each Contributor shall severally, and not jointly (as determined below), indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates Company (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) Losses asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor the Contributors contained in the Agreement (as qualified by all items set forth in the Prospectus and the Disclosure Schedule and including, without limitation, this AgreementExhibit C), or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor the Contributors pursuant thereto. In each case, Contributor the Contributors shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from any Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either any Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse such Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.5(a) hereof of this Exhibit C up to the amount actually paid (or deemed paid) by such Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor the Contributors with respect to insurance coverage disputes shall constitute Losses paid by Contributor the Contributors for purposes of Section 3.2(a) hereofof this Exhibit C).

General Indemnification. (a1) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an a “Partnership Indemnified Party” and collectively the “Partnership Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Partnership Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Partnership Indemnified Parties). (b2) From and after the Closing Date, the Operating Partnership and the REIT shall indemnify, hold harmless and defend Contributor and its respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is a “Contributor Indemnified Party” and together with the Partnership Indemnified Parties, each an “Indemnified Party”), from and against any and all Losses asserted against, imposed upon or incurred by the Contributor Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of the Partnership or the REIT contained in this Agreement, or in any certificate or affidavit delivered by the Partnership or the REIT pursuant thereto. In each case, the Partnership or the REIT, as applicable, shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Contributor Indemnified Parties). (1) Contributor shall also indemnify and hold harmless the Partnership Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Partnership Indemnified Parties to the extent resulting from a third-party claim against Contributor and relating to the Contributed Interests arising from matters that occurred prior to the Closing. (2) The Operating Partnership and the REIT shall also indemnify and hold harmless the Contributor Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Contributor Indemnified Parties to the extent resulting from a third-party claim against the Operating Partnership or the REIT and relating to the Contributed Interests arising from matters that occur after the Closing. (c) With respect to any indemnification claim by an a Partnership Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Partnership Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Partnership Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From Subject to Section 3.6, from and after the Closing Date, the Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates Company (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) Losses asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of the Contributor contained in the Agreement (as qualified by all items set forth in the Prospectus and the Disclosure Schedule and including, without limitation, this AgreementExhibit C), or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor pursuant thereto. In each case, the Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Subject to Section 3.6, the Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior (i) the Contributor’s failure to timely pay any fees and expenses of the ClosingContributor for which it is responsible pursuant to this Agreement in connection with the transactions contemplated by this Agreement, and (ii) any Excluded Liabilities of the Contributor. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from the Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either the Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse the Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.6(a) hereof up to the amount actually paid (or deemed paid) by the Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by the Contributor with respect to insurance coverage disputes shall constitute Losses paid by the Contributor for purposes of Section 3.2(a) hereof)).

General Indemnification. Seller and Servicer each hereby agrees to indemnify Purchaser (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective together with its officers, directors, agents, representatives, shareholders, counsel and employees, stockholderseach, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, losses and liabilities and expenses, (including, without limitation, interest, penalties, amounts paid in settlement, reasonable and documented attorneys’ fees, costs fees of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds one counsel) in an amount not to exceed the Repurchase Price (collectively, the “LossesIndemnified Amounts”) asserted againstarising out of or resulting from any of the following: (i) the failure by Seller or Servicer to comply in any material respect with (A) any applicable law, imposed upon rule or incurred regulation with respect to the Purchased Receivable or (B) the Contract or any other contract with respect to the Purchased Receivable; (ii) the failure to vest in Purchaser a valid ownership interest in the Purchased Receivable and the proceeds and Collections in respect thereof free and clear of any Liens or encumbrances of any kind or nature whatsoever (other than those granted or acknowledged under this Agreement); (iii) the commingling by Seller or Servicer of Collections at any time with other funds of Seller, Servicer or any other Person; provided that the Purchaser acknowledges that the commingling of Collections Payments in the Sweep Account with other receivables of Seller from Account Debtor shall not constitute a breach or default under this Agreement; (iv) any bona fide claim brought by any Person other than an Indemnified PartyParty arising from Servicer’s collection activities, (v) any Dispute or Dilution as a result of actions or omissions by Seller or Servicer to the extent Seller has not already remitted payment to Purchaser for such amounts, as appropriate, pursuant to Section 7(c) hereof, or (vi) any offsets, write-offs, recoupments, returns or other allowances by Account Debtor that do not reasonably relate to the Purchased Receivable to the extent Seller has not already remitted payment to Purchaser for such setoff pursuant to Section 7(c) hereof. The foregoing indemnification shall not apply in the case of any claims, losses or liabilities to the extent resulting solely from any breach the gross negligence, bad faith or willful misconduct of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant theretoan Indemnified Party. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties Notwithstanding anything to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect contrary herein, Seller shall not have liability to any indemnification claim by an Indemnified Party under this Section 8(b) for any Indemnified Amounts that consist of any: (A) punitive or exemplary damages or (B) remote, speculative, special, indirect or consequential damages or lost profits. Seller will have the right at any time to conduct and control the defense of, negotiate, settle or otherwise control any claims pursuant to this Section 3.2, 8(b) and to select counsel of reasonable experience and expertise in the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits relevant area(s) of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to law implicated by such insurance policy have been exhaustedclaims; provided, however, that if the Operating Partnership defendants in any such action include both the Seller and the REIT Purchaser and the Indemnified Parties shall have reasonably concluded that there may make a claim under this Section 3.2 even if be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Seller or that such that joint representation of the parties would create an insurance coverage dispute is pendingethical conflict of interest for counsel, in which case, if the Indemnified Party later receives insurance proceeds with respect or parties shall have the right to any Losses paid elect to be represented by either Contributor for one separate counsel to assert such legal defenses and to otherwise participate in the benefit defense of any such action on behalf of such Indemnified Party or parties. Seller shall not, without the consent of the Indemnified Party, then the effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party shall reimburse Contributor in is or could reasonably have been a party and indemnity could reasonably have been sought hereunder by such Indemnified Party, unless such settlement includes an amount equivalent to unconditional release of such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with from all liability on claims that are the subject matter of such indemnification (it being understood that all costs proceeding and expenses incurred does not include a statement as to or an admission of fault, culpability or a failure to act by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes or on behalf of Section 3.2(a) hereof)such Indemnified Party.

General Indemnification. (a) From The Contributors shall indemnify and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership Partnership, the Company and the REIT, and each of their respective directors, officers, directors, employees, stockholdersagents, partners, agents representatives and affiliates (each of which is an “"Indemnified Party” and collectively the “Indemnified Parties”), ") from and against any and all claimsClaims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ ' fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom therefrom, and costs of attachment or similar bonds (collectively, “"Losses”) "), asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party in connection with or as a result of any breach of a representation, warranty or covenant of Contributor the Contributors contained in this Agreementthe Agreement (as qualified by all items set forth in the Disclosure Schedule and the Prospectus (including, without limitation, any matters for which a reserve has been established as reflected in the pro forma financial statements contained in the Prospectus) or in any agreement, Schedule, Exhibit, certificate or affidavit or in any other document delivered by Contributor the Contributors pursuant thereto. In each case, Contributor shall only bear to the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties)Agreement. (b) Contributor The Contributors shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to in connection with or as a result of: (i) all fees and expenses of the extent resulting from a third-party claim relating to Contributors in connection with the Contributed Interests arising from matters that occurred prior to transactions contemplated by the ClosingAgreement; and (ii) any Excluded Liabilities. (c) With respect to any indemnification claim by of an Indemnified Party required to be indemnified by the Contributors pursuant to this Section 3.2, (i) to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor the Contributors until all proceeds and benefitsproceeds, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, (ii) if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor the Contributors to or for the benefit of any the Indemnified Party, then the Indemnified Party shall reimburse Contributor the Contributors in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) expended by Contributor to the Indemnified Party Contributors in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)indemnification.

General Indemnification. (a) From Client shall fully defend, indemnify and after the Closing Date, Contributor shall indemnify, hold harmless EH&A and defend the Operating Partnership and the REIT, and their respective its officers, directors, employees, stockholdersagents, partnersrepresentatives or successors and assigns (collectively, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, lossesdemands, damagesactions or causes of actions and any and all liabilities, liabilities costs and expenses (including but not limited to attorney’s fees and expenses, including, without limitation, interest, penalties, amounts paid incurred in settlement, reasonable attorneys’ fees, costs the defense of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the an Indemnified Party, including costs of appeal) damage or loss in connection therewith, what may be asserted by EH&A, its officers, employees, agents, representatives, successors or assigns or any other third party on account of, or sustained or alleged to the extent resulting from any breach have been sustained by, or arising out of a representationor growing out of bodily injury, warranty including death, or covenant loss of Contributor contained in this Agreementuse or damage to or destruction of property caused by, arising out of, sustained or alleged to have been sustained by, or in any Schedule, Exhibit, certificate way incidental to or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with EH&A’s performance of the employment Services under this Agreement or Statement of one counsel and any necessary local counsel (Work, regardless of the number whether such claims, demands, actions, causes of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon action or incurred liability are or alleged to have been caused by in part or contributed to by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2negligence, to the extent availablefault, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits or strict liability of any right Indemnified Party. EH&A’s indemnity obligation under this Paragraph is contingent upon the EH&A seeking indemnity (“Indemnitee”) to defense under any insurance policy that covers the matter which is the subject (i) promptly notify Client (“Indemnitor”) of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhaustedeach claim; provided, however, that the Operating Partnership and Indemnitee’s failure to give prompt notice to the REIT may make a Indemnitor of any such claim shall not relieve the Indemnitor of any obligation under this Section 3.2 even if Paragraph except and to the extent that such failure materially prejudices the Indemnitor’s ability to defend against such claim; (ii) provide the Indemnitor with sole control over the defense and/or settlement thereof provided however, that Indemnitor shall not settle any claim that includes an insurance coverage dispute is pendingadmission of wrongdoing by the Indemnitee or otherwise adversely affects Indemnitee’s interests without its prior consent; and (iii) at the Indemnitor’s request and expense, in which case, if provide full information and reasonable assistance to the Indemnified Party later receives insurance proceeds Indemnitor with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)claim.

General Indemnification. (a) From and after the Closing Date, Contributor each party hereto (each of which is an “Indemnifying Party”) shall indemnify, indemnify and hold harmless the other party and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates its Affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all charges, complaints, claims, actions, causes of action, losses, damages, liabilities and expensesexpenses of any nature whatsoever, including, without limitation, interest, penalties, including amounts paid in settlement, reasonable attorneys’ ' fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) arising out of or relating to, asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party in connection with or as a result of any breach of a representation, warranty or covenant of Contributor the Indemnifying Party contained in this Agreement, Agreement or in any Scheduleschedule, Exhibitexhibit, certificate or affidavit or any other agreement, document or instrument delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Indemnifying Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhaustedAgreement; provided, however, that that: (i) the Operating Partnership and the REIT may make a claim shall not have any obligation under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Article to indemnify any Indemnified Party later receives insurance proceeds with respect to against any Losses paid to the extent that such Losses arise by either virtue of (A) any diminution in value of the OP Units, (B) the Contributor's breach of this Agreement, gross negligence, wilful misconduct or fraud or (C) CyrusOne LLC's operation of its business or the ownership and operation of its assets outside of the ordinary course of business prior to the Closing Date; and (ii) the Contributor for the benefit of shall not have any obligation under this Article to indemnify any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of against any deductible amount pursuant to Section 3.2(a) hereof up Losses to the amount actually paid extent that such Losses arise by virtue of (A) any diminution in value of the Properties, (B) the Operating Partnership's breach of this Agreement, gross negligence, wilful misconduct or deemed paidfraud or (C) by Contributor the Operating Partnership's operation of its business or the ownership and operation of its assets outside of the ordinary course of business prior to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).Closing Date; and

General Indemnification. (a) From Seller (the “Seller Indemnifying Party”) hereby agrees to indemnify and after the Closing Date, Contributor shall indemnify, hold harmless Buyer, the Acquired Companies (following the Closing) and defend the Operating Partnership and the REIT, and each of their respective officers, directors, employees, contractors, agents, successors, stockholders, partners, agents assigns and affiliates (each of which is an “Indemnified Party” and collectively collectively, the “Buyer Indemnified Parties”), from and against any and all claims, losses, liabilities, damages, liabilities deficiencies, costs and expenses, including, without limitation, interest, penalties, amounts paid in settlement, including reasonable attorneys’ fees, costs fees and expenses of investigation, judicial or administrative proceedings or appeals therefrom investigation and costs of attachment or similar bonds defense (collectively, hereinafter individually a “Loss” and collectively “Losses”) asserted againstincurred or sustained by such Buyer Indemnified Parties directly or indirectly arising out of, imposed upon relating to or incurred resulting from (i) any breach or inaccuracy of a representation or warranty of the Acquired Companies and Seller or any other SPR Company contained in this Agreement or in any certificate delivered by the Indemnified PartyAcquired Companies or Seller pursuant to this Agreement (without giving effect, for purposes of determining the amount of any Losses related to any such breach or inaccuracy, to any limitation as to “materiality,” “material adverse effect,” “Material Adverse Effect” or similar qualifications set forth therein), (ii) any failure by the extent resulting from Acquired Companies or Seller or any breach of a representation, warranty other SPR Company to perform or comply with any covenant of Contributor applicable to them contained in this Agreement, or in (iii) any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless Transaction Expenses of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred Acquired Companies not paid by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred Acquired Companies at or prior to the Closing. , (civ) With respect to any indemnification claim actions, suits or proceedings brought by an Indemnified Party pursuant to this Section 3.2third parties (including any Government Authority), regardless if disclosed in the Disclosure Letter, related to the extent availableBusiness and related events occurring or actions taken on or prior to the Closing Date, (v) any of the Operating Partnership liabilities expressly retained by Seller and its ERISA Affiliates under Section 5.15, (vi) any action taken by Seller, any Subsidiary of Seller, SPRPA or any Member of Seller that results in either of the REIT agree to use diligent good faith efforts to pursue and collect Administrative Support Services Agreements being declared unenforceable or unlawful, in whole or in part or (vii) any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).set forth on Schedule B.

General Indemnification. Seller and Servicer each hereby agrees to indemnify Purchaser (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective together with its officers, directors, agents, representatives, shareholders, counsel and employees, stockholderseach, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, losses and liabilities and expenses, (including, without limitation, interest, penalties, amounts paid in settlement, reasonable and documented attorneys’ fees, costs fees of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds one counsel) in an amount not to exceed the Repurchase Price (collectively, the “LossesIndemnified Amounts”) asserted againstarising out of or resulting from any of the following: (i) the failure by Seller or Servicer to comply in any material respect with (A) any applicable law, imposed upon rule or incurred regulation with respect to the Purchased Receivable or (B) the Contract or any other contract with respect to the Purchased Receivable; (ii) the failure to vest in Purchaser a valid ownership interest in the Purchased Receivable and the proceeds and Collections in respect thereof free and clear of any Liens or encumbrances of any kind or nature whatsoever (other than those granted or acknowledged under this Agreement); (iii) the commingling by Seller or Servicer of Collections at any time with other funds of Seller, Servicer or any other Person; provided that the Purchaser acknowledges that the commingling of Collections Payments in the Sweep Account with other receivables of Seller from Account Debtor shall not constitute a breach or default under this Agreement; (iv) any bona fide claim brought by any Person other than an Indemnified PartyParty arising from Servicer’s collection activities, (v) any Dispute or Dilution as a result of actions or omissions by Seller or Servicer to the extent Seller has not already remitted payment to Purchaser for such amounts, as appropriate, pursuant to Section 7(c) hereof, or (vi) any counterclaims, defenses, offsets, write-offs, recoupments, reductions, returns, fines, penalties or other allowances by Account Debtor that do not reasonably relate to the Purchased Receivable to the extent Seller has not already remitted payment to Purchaser for such setoff pursuant to Section 7(c) hereof. The foregoing indemnification shall not apply in the case of any claims, losses or liabilities to the extent resulting solely from any breach the gross negligence, bad faith or willful misconduct of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant theretoan Indemnified Party. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties Notwithstanding anything to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect contrary herein, Seller shall not have liability to any indemnification claim by an Indemnified Party under this Section 8(b) for any Indemnified Amounts that consist of any: (A) punitive or exemplary damages or (B) remote, speculative, special, indirect or consequential damages or lost profits. Seller will have the right at any time to conduct and control the defense of, negotiate, settle or otherwise control any claims pursuant to this Section 3.2, 8(b) and to select counsel of reasonable experience and expertise in the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits relevant area(s) of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to law implicated by such insurance policy have been exhaustedclaims; provided, however, that if the Operating Partnership defendants in any such action include both the Seller and the REIT Purchaser and the Indemnified Parties shall have reasonably concluded that there may make a claim under this Section 3.2 even if be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Seller or that such that joint representation of the parties would create an insurance coverage dispute is pendingethical conflict of interest for counsel, in which case, if the Indemnified Party later receives insurance proceeds with respect or parties shall have the right to any Losses paid elect to be represented by either Contributor for one separate counsel to assert such legal defenses and to otherwise participate in the benefit defense of any such action on behalf of such Indemnified Party or parties. Seller shall not, without the consent of the Indemnified Party, then the effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party shall reimburse Contributor in is or could reasonably have been a party and indemnity could reasonably have been sought hereunder by such Indemnified Party, unless such settlement includes an amount equivalent to unconditional release of such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with from all liability on claims that are the subject matter of such indemnification (it being understood that all costs proceeding and expenses incurred does not include a statement as to or an admission of fault, culpability or a failure to act by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes or on behalf of Section 3.2(a) hereof)such Indemnified Party.

General Indemnification. (a) From WRI hereby agrees to indemnify ONEOK and its Affiliates (including from and after the Closing DateClosing, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, Surviving Corporation) and their respective officers, directors, employees, stockholders, partners, agents and affiliates representatives against, and agrees to hold them harmless from, any loss, liability, claim, damage or expense (each of which is an “Indemnified Party” including reasonable legal fees and collectively the “Indemnified Parties”expenses) ("Losses"), as incurred (payable quarterly upon written request), for or on account of or arising from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid or in settlement, reasonable attorneys’ fees, costs of investigation, judicial connection with or administrative proceedings or appeals therefrom and costs of attachment or similar bonds otherwise with respect to (collectively, “Losses”i) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or any covenant of Contributor WRI contained in this Agreement, Agreement or in any Schedule, Exhibit, certificate or affidavit document delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with herewith and (ii) the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties)Retained Liabilities. (b) Contributor shall also indemnify ONEOK, and hold harmless the Indemnified Parties from and against any after the Closing, the Surviving Corporation, hereby agrees to indemnify WRI and all Losses asserted its Affiliates and their respective officers, directors, employees, stockholders, agents and representatives against, imposed and agrees to hold them harmless from, any Losses, as incurred (payable quarterly upon written request), for or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests on account of or arising from matters that occurred prior or in connection with or otherwise with respect to (i) any breach of any covenant of ONEOK contained in this Agreement or any document delivered in connection herewith and (ii) the ClosingAssumed Liabilities. (c) With respect In order for a party (the "indemnified party"), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any person against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing of the Third Party Claim within a reasonable time after receipt by such indemnified party of written notice of the Third Party Claim unless the indemnifying party shall have previously obtained actual knowledge thereof. Thereafter, the indemnified party shall deliver to the indemnifying party, within a reasonable time after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (d) If a Third Party Claim is made against an Indemnified Party pursuant indemnified party, the indemnifying party will be entitled to this Section 3.2participate in the defense thereof and, if is so chooses, to assume the extent available, defense thereof with counsel selected by the Operating Partnership indemnifying party; provided such counsel is not reasonably objected to by the indemnified party; and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, provided further that the Operating Partnership and indemnifying party first admits in writing its liability to the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds indemnified party with respect to any Losses paid by either Contributor for all material elements of such claim. Should the benefit indemnifying party so elect to assume the defense of any Indemnified Partya Third Party Claim, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up indemnifying party will not be liable to the amount actually paid indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party elects to assume the defense of a Third Party Claim, the indemnified party will (or deemed paidi) by Contributor to cooperate in all reasonable respects with the Indemnified Party indemnifying party in connection with such indemnification defense, (it being understood that all costs and expenses incurred by Contributor ii) not admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the indemnifying party's prior written consent and (iii) agree to insurance coverage disputes any settlement, compromise or discharge of a Third Party Claim which the indemnifying party may recommend and which by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Third Party Claim, which releases the indemnified party completely in connection with such Third Party Claim and which would not adversely affect the business carried on by the indemnified party. In the event the indemnifying party shall constitute Losses paid by Contributor assume the defense of any Third Party Claim, the indemnified party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the indemnifying party does not assume the defense of any such Third Party Claim, the indemnified party may defend the same in such manner as it may deem appropriate, including but not limited to settling such claim or litigation after giving notice to the indemnifying party of such terms and the indemnified party will promptly reimburse the indemnified party upon written request. Anything contained in this Agreement to the contrary notwithstanding, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for purposes other than money damages against the indemnified party which, if successful, would adversely affect the business of Section 3.2(a) hereof)the indemnified party.

General Indemnification. Each Seller and Servicer each hereby jointly and severally agrees to indemnify Purchaser (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective together with Purchaser’s officers, directors, agents, representatives, shareholders, counsel and employees, stockholderseach, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, losses and liabilities and expenses, (including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs ) (all of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, the foregoing being collectively referred to as “LossesIndemnified Amounts”) asserted againstarising out of or resulting from any of the following: (i) the sale to Purchaser of any Receivable which purports to be a Purchased Receivable as to which the representations and warranties made herein are not true and correct on the Purchase Date therefore; (ii) any representation or warranty made or deemed made by any Seller or Servicer (or any of its respective officers) under or in connection with this Agreement which shall have been incorrect in any material respect when made; (iii) the failure by any Seller or Servicer to perform any of its covenants or other obligations hereunder or its failure to comply with any applicable law, imposed upon rule or incurred regulation; (iv) the failure to vest in Purchaser a perfected ownership interest in each Purchased Receivable, Related Rights and the proceeds and Collections in respect thereof free and clear of any liens, charges or encumbrances of any kind or nature whatsoever (other than those granted under this Agreement); (v) any Dispute, or Dilution related to such Purchased Receivable (or any portion thereof); (vi) the commingling by any Seller or Servicer of Collections at any time with other funds of such Seller, Servicer or any other Person; (vii) any failure by Servicer to perform its duties or obligations as Servicer hereunder in accordance with this Agreement or any claim brought by any Person other than an Indemnified Party arising from Servicer’s collection activities; or (viii) any products liability claim, personal injury or property damage suit, environmental liability claim or any other claim or action by a party of whatever sort, whether in tort, contract or any other legal theory, arising out of or in connection with the Indemnified Partygoods or services that are the subject of any Purchased Receivable with respect thereto. The foregoing indemnification shall not apply in the case any claims, losses or liabilities to the extent resulting solely from any breach (i) the gross negligence or willful misconduct of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an such Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits as determined in a final non-appealable judgment by a court of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership competent jurisdiction or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if (ii) an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds Insolvency Event with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then applicable Account Debtor. Amounts due hereunder shall accrue interest at the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)Delinquent Rate.

General Indemnification. Each Party (athe “Indemnifying Party”) From and after the Closing Datewill defend, Contributor shall indemnify, and hold harmless and defend the Operating Partnership other Party (the “Indemnified Party”), and the REITrespective directors, and their respective officers, directors, employees, stockholderssuppliers, partners, and agents and affiliates (each of which is an “the Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, costs, losses, damages, liabilities judgments, and expenses, including, without limitation, interest, penalties, amounts paid in settlement, expenses (including reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds ) (collectively, “LossesClaims”) asserted againstarising out of or in connection with any third party claim alleging: (i) any breach of such Party’s representations or warranties or covenants set forth in this Agreement; or (ii) that any advertisements or other content or materials served or submitted by such Party to or through the Information Service, imposed upon as the case may be, contains any material that is obscene, libelous, or incurred by the defamatory, or infringes any Intellectual Property Rights or other rights of any third party. In addition, LICENSOR, as Indemnifying Party, will indemnify AT&T, as Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred Claims related to the goods and services delivered by LICENSOR through the Information Service. The obligations of the Indemnifying Party are subject to the requirements that (a) the Indemnified Parties Party notify the Indemnifying Party in writing within a reasonable time after the Indemnified Party is promptly notified of a claim (provided, failure to provide timely notice will not alter the Indemnifying Party’s duties hereunder except to the extent resulting from a thirdsuch Party is materially prejudiced thereby); (b) the Indemnifying Party have sole control of the defense of the claim (except that, if an Indemnified Party elects to do so, it may participate in the defense at its own expense) and all related non-party claim relating monetary settlement negotiations (it being agreed that any non-monetary terms shall require the prior written approval of the Indemnified Party, not to the Contributed Interests arising from matters that occurred prior to the Closing. be unreasonably withheld or delayed); and (c) With respect the Indemnified Party provides the Indemnifying Party with assistance, information, and authority necessary for the Indemnifying Party to perform its obligations under this Section; provided always that the Indemnified Party will not be required to admit liability under any indemnification claim circumstances. Reasonable out-of-pocket expenses incurred by an Indemnified Party pursuant to in providing such assistance must be reimbursed by Indemnifying Party thirty (30) days from the date of receipt of an account of such expenses. The obligations of the Parties as set forth in this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits survive expiration or termination of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)Agreement.

General Indemnification. (a) From and after the Closing DateSubject to section 13c, Contributor Supplier shall defend, indemnify, and hold harmless CENIC and defend the Operating Partnership and the REITeach CENIC Member, and their respective officers, directors, employees, stockholdersagents, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”)representatives, from and against all damages finally awarded by a court of competent jurisdiction or agreed to by Supplier in a written settlement resulting from Supplier’s negligence or willful misconduct in connection with its performance of this Agreement or any related Purchase Order, SOW or ELA, except to the extent that such losses, costs, expenses, damages and liabilities are caused by the negligence of CENIC or such CENIC Member, their respective officers, employees, agents or representatives. CENIC and each CENIC Member agrees to promptly notify Supplier in writing of any and all claims for which it seeks indemnification from Supplier. CENIC and each CENIC Member further agrees to reasonably cooperate with Supplier in defending such actions and claims. If any settlement or resolution involves (i) the admission of a CENIC Member’s wrongdoing, or (ii) making a financial commitment on behalf of the CENIC Member, Supplier agrees not to settle or otherwise resolve any such actions or claims without the prior written consent of the CENIC Member, which shall not be unreasonably withheld. b) Subject to Section 13c and unless otherwise agreed to in writing between Supplier and CENIC Member, CENIC and each CENIC Member shall defend (and have the right to defend), indemnify and hold harmless Supplier its officers, employees, agents and representatives against all damages finally awarded by a court of competent jurisdiction or agreed to by CENIC or a CENIC Member in a written settlement resulting from CENIC or the CENIC Member’s negligence or willful misconduct. This provision will apply only in proportion to and to the extent such damages were the result of negligent acts or omissions of CENIC or a CENIC Member, its officers, employees, or agents. c) In the event of any third party claim for which a Party (the “Indemnified Party”) seeks indemnification under this Section 13, the Indemnified Party shall (i) give the other Party (the “Indemnifying Party”) prompt written notice of the claim and permit the Indemnifying Party sole control over the defense and settlement of the claim, and (ii) reasonably cooperate with the Indemnifying Party in the defense and or settlement of the claim. The Indemnifying Party shall keep the Indemnified Party reasonably apprised of the continuing status of any actions and claims, lossesincluding any proceedings resulting from them, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by shall permit the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2at its own expense, to participate in the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits defense or settlement of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership such actions or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)claims.

General Indemnification. (a) From and after the Closing Date, Contributor shall Transferee hereby agrees to indemnify, defend and hold Transferor harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, demands, obligations, losses, costs, damages, liabilities and expensesliabilities, including, without limitation, interest, penalties, amounts paid in settlement, judgments or expenses (including reasonable attorneys’ ' fees, costs of investigation, judicial or administrative proceedings or appeals therefrom charges and costs of attachment or similar bonds disbursements) (collectively, “Losses”"CLAIMS") asserted againstarising out of or in connection with the ownership, imposed upon operation or incurred by maintenance of the Indemnified PartyProperty after the Closing. Transferor hereby agrees to indemnify, defend and hold Transferee harmless from and against any Claims arising out of or in connection with the ownership, operation or maintenance of the Property prior to the extent resulting from Closing, as to which (i) Transferor committed fraud and/or concealment in the making of any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection agreement with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties respect to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred subject thereof and (ii) Transferee did not discover such fraud and/or concealment prior to the Closing. (c) With . Except with respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim parties' obligations under this Section 3.2 even if an insurance coverage dispute 14.1, nothing contained in this Agreement is pendingintended to apportion responsibility for any Claims and, should any such Claims be discovered or exist, the parties hereby acknowledge and agree that they shall each retain and have available to them all rights and remedies under any applicable laws. Each party shall do, execute and deliver, or shall cause to be done, executed and delivered, all such further acts and instruments which the other party may reasonably request in which case, if order to more fully effectuate the Indemnified Party later receives insurance proceeds with respect indemnifications provided for in this Agreement. The obligation of the constituent partners of Transferor to indemnify Transferee pursuant to any Losses paid provision of this Agreement shall be several but not joint and shall be limited to the proportionate share of the Contribution Value received by either Contributor for each such constituent partner at the benefit of any Indemnified PartyClosing, then as set forth on the Indemnified Party shall reimburse Contributor in an amount equivalent notice to such proceeds in excess of any deductible amount be delivered by Transferor to Transferee pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes 2.2 of Section 3.2(a) hereof)this Agreement.

General Indemnification. (a) From and after the Closing Date, Contributor shall each Nominee shall, severally and not jointly or jointly and severally (as determined below), indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), Party from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) Losses asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from (i) any breach of a representation, warranty warranty, covenant or covenant obligation of Contributor such Nominee contained in this Agreement, or in any Exhibit, certificate or affidavit delivered by such Nominee pursuant hereto or pursuant to the Contribution Agreement, (ii) any Related Contributor’s breach of any representation, warranty, covenant or obligation of such Related Contributor contained in the Contribution Agreement or in any Schedule, Exhibit, certificate or affidavit attached thereto or delivered by such Related Contributor pursuant thereto, (iii) any breach by the ▇▇▇▇▇▇ Contributors of a representation or warranty contained in Sections 2.11 through and including 2.27 of Exhibit C attached to the ▇▇▇▇▇▇ Contribution Agreement, but only if such Nominee received consideration in respect of the Property to which such breach relates, or (iv) any breach by TMG of a representation or warranty contained in Sections 2.11 through and including 2.27 of Exhibit C attached to the TMG Contribution Agreement, but only if such Nominee received consideration in respect of the Property to which such breach relates. In each case, Contributor the indemnifying party or parties shall (collectively, if applicable) only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). For avoidance of doubt, in no event shall the obligations of any Nominee under the Contribution Agreement and hereunder be duplicative. (b) Contributor Each Nominee shall also also, severally and not jointly or jointly and severally (as determined above), indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating arising from (i) any Related Contributor’s failure to timely pay any fees and expenses for which it is responsible pursuant to the Contributed Interests arising from matters that occurred prior Contribution Agreement in connection with the transactions contemplated thereby, (ii) such Nominee’s failure to timely pay any fees and expenses of such Nominee for which it is responsible pursuant to this Agreement or pursuant to the ClosingContribution Agreement in connection with the transactions contemplated by each such Agreement, and (iii) any Excluded Liabilities of any Related Contributor. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor a Nominee until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor a Nominee for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor such Nominee in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.6(a) hereof up to the amount actually paid (or deemed paid) by Contributor such Nominee to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor a Nominee with respect to insurance coverage disputes shall constitute Losses paid by Contributor such Nominee for purposes of Section 3.2(a) hereof)).

General Indemnification. (a) From Without limitation of any other PWCCW indemnity obligations set forth herein, from and after the Closing Date, Contributor PWCCW shall indemnify, defend and save and hold harmless and defend the Operating Partnership and the REITTrust, and their respective officerspartners, trustees, directors, officers and employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”)of, from and against any and all claimsloss, lossescost, damagesexpense, liabilities damage, claim, and expensesliability, including reasonable attorney's fees and court costs, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom attorney's fees and costs associated with the enforcement of attachment or similar bonds PWCCW's indemnification obligations for all claims brought within one year of such Closing except for any environmental claim which may be made at any time (hereinafter collectively, “"Losses”") asserted againstwhich the Partnership or the Trust may suffer or incur, imposed upon resulting from, relating to, or incurred by the Indemnified Partyarising in whole or in part, to the extent resulting from or out of (i) any misrepresentation or breach of a representation, representation or warranty or covenant of Contributor by PWCCW contained in this Agreement, ; (ii) any failure to fulfill any covenant or agreement of PWCCW contained in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear this Agreement; (iii) all litigation and the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless environmental condition of the number Property hereto; (iv) any and all actions, suits, investigations, proceedings, demands, assessments, audits, judgments, and/or claims arising out of Indemnified Parties)or relating to any of the foregoing. (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred Promptly after receipt by the Indemnified Parties to Partnership or the extent resulting from Trust of written notice of the commencement of any suit, audit, demand, judgment, action, investigation or proceeding (a third-party claim relating to "Third Party Action") or promptly after the Contributed Interests arising from matters that occurred prior to Partnership or the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to Trust incurs a Loss or has knowledge of the extent availableexistence of a Loss, the Operating Partnership and or the REIT agree Trust, as the case may be, will, if a claim with respect thereto is to use diligent good faith efforts be made against PWCCW due to pursue and collect any and all available proceeds and benefits PWCCW's obligation to provide indemnification hereunder, give PWCCW written notice of such Loss or the commencement of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Third Party is entitled pursuant to such insurance policy have been exhaustedAction; provided, however, that the Operating failure to provide such notice within a reasonable period of time shall not relieve PWCCW of any of its obligations hereunder. Promptly after receiving such notice, PWCCW will, upon notice to the Partnership or the Trust, as the case may be, have the right to assume and control the REIT defense and settlement of any such Third Party Action at its own cost and expense; provided, however, that it shall be a condition precedent to the exercise of such right by PWCCW that PWCCW shall agree in writing that the Loss, or Third Party Action, as the case may make be, is properly within the scope of the indemnification obligation and that as between the parties, PWCCW shall be responsible to satisfy and discharge such Third Party Action. PWCCW shall not enter into any resolution or other compromise of a claim Third Party Action without obtaining the complete release of the Partnership or the Trust, as appropriate, for any liability to all claimants under this Section 3.2 even or pursuant to such Third Party Action. The Partnership or the Trust, as the case may be, shall have the right to participate in any such defense, contest or other protective action at its own cost and expense. (c) Notwithstanding the foregoing, the Partnership or the Trust, as the case may be, shall have the right to assume and control the defense and settlement of a Third Party Action (a) if an insurance coverage dispute is pendingsuch action includes claims for equitable relief which, if determined adversely to the Partnership or the Trust, as the case may be, could reasonably be expected to interfere with its intended business operations or damage its business reputation or (b) if PWCCW fails to do so in a timely manner. In any circumstances in which casethe Partnership or the Trust, as the case may be, undertakes to control the Third Party Action as provided in this paragraph, it shall (i) not enter into any resolution or other compromise involving monetary damages without obtaining the prior written consent of PWCCW provided that such written consent may not be withheld if it would interfere with the Indemnified Partnership's or the Trust's, as the case may be, business operation and (ii) keep PWCCW informed on an ongoing basis of the status of such Third Party later receives insurance proceeds with respect Action and shall deliver to any Losses paid by either Contributor for the benefit PWCCW, copies of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up all documents related to the amount actually paid (Third Party Action reasonably requested by PWCCW. The Partnership or deemed paid) by Contributor the Trust, as the case may be, shall act to the Indemnified Party in connection with such indemnification (it being understood assure that all costs attorneys' fees and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)in connection therewith are reasonable.

General Indemnification. (a) From and after the Closing Date, The Contributor shall indemnify, indemnify and hold harmless and defend the Operating Partnership Partnership, the Company and the REIT, and each of their respective directors, officers, directors, employees, stockholdersagents, partners, agents representatives and affiliates other than the Contributor (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom therefrom, and costs of attachment or similar bonds (collectively, “Losses”) ), asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor contained in this AgreementAgreement from and after the Closing Date (as qualified by all items set forth in the Prospectus and the Disclosure Schedule and including, without limitation, this Exhibit C ), or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor it pursuant thereto. In each case, Contributor shall only bear and pursuant to the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties)Option Agreement. (b) The Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to in connection with or as a result of (i) all fees and expenses of the extent resulting from a third-party claim relating to Contributor in connection with the Contributed Interests arising from matters that occurred prior to the Closingtransactions contemplated by this Agreement; and (ii) any Excluded Liabilities. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from the Contributor until all proceeds and benefitsproceeds, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either the Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse the Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.6(a) hereof up to the amount actually paid (or deemed paid) by the Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by the Contributor with respect to insurance coverage disputes shall constitute Losses paid by the Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From Client shall fully defend, indemnify and after the Closing Date, Contributor shall indemnify, hold harmless MGT and defend the Operating Partnership and the REIT, and their respective its officers, directors, employees, stockholdersagents, partnersrepresentatives or successors and assigns (collectively, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, lossesdemands, damagesactions or causes of actions and any and all liabilities, liabilities costs and expenses (including but not limited to attorney’s fees and expenses, including, without limitation, interest, penalties, amounts paid incurred in settlement, reasonable attorneys’ fees, costs the defense of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the an Indemnified Party, including costs of appeal) damage or loss in connection therewith, what may be asserted by MGT, its officers, employees, agents, representatives, successors or assigns or any other third party on account of, or sustained or alleged to the extent resulting from any breach have been sustained by, or arising out of a representationor growing out of bodily injury, warranty including death, or covenant loss of Contributor contained in this Agreementuse or damage to or destruction of property caused by, arising out of, sustained or alleged to have been sustained by, or in any Schedule, Exhibit, certificate way incidental to or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with MGT’s performance of the employment Services under this Agreement or Statement of one counsel and any necessary local counsel (Work, regardless of the number whether such claims, demands, actions, causes of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon action or incurred liability are or alleged to have been caused by in part or contributed to by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2negligence, to the extent availablefault, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits or strict liability of any right Indemnified Party. MGT’s indemnity obligation under this Paragraph is contingent upon the MGT seeking indemnity (“Indemnitee”) to defense under any insurance policy that covers the matter which is the subject (i) promptly notify Client (“Indemnitor”) of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhaustedeach claim; provided, however, that the Operating Partnership and Indemnitee’s failure to give prompt notice to the REIT may make a Indemnitor of any such claim shall not relieve the Indemnitor of any obligation under this Section 3.2 even if Paragraph except and to the extent that such failure materially prejudices the Indemnitor’s ability to defend against such claim; (ii) provide the Indemnitor with sole control over the defense and/or settlement thereof provided however, that Indemnitor shall not settle any claim that includes an insurance coverage dispute is pendingadmission of wrongdoing by the Indemnitee or otherwise adversely affects Indemnitee’s interests without its prior consent; and (iii) at the Indemnitor’s request and expense, in which case, if provide full information and reasonable assistance to the Indemnified Party later receives insurance proceeds Indemnitor with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)claim.

General Indemnification. (a) From The Shareholders covenant and after the Closing Date, Contributor shall agree to indemnify, defend, protect and hold harmless and defend the Operating Partnership Parent and the REIT, Surviving Corporation and their respective officers, directors, employees, stockholdersshareholders, partnersassigns, agents successors and affiliates from, against and in respect of: (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and i) all claimsliabilities, losses, claims, damages, liabilities and expensespunitive damages, includingcourses of actions, without limitationlawsuits, interestadministrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, amounts paid in settlementfines, interest (including interest from the date of such damages) and costs and expenses (including without limitation reasonable attorneys’ fees' fees and disbursements of every kind, costs of investigation, judicial or administrative proceedings or appeals therefrom nature and costs of attachment or similar bonds description) (collectively, “Losses”"Damages") asserted againstsuffered, imposed upon sustained or incurred by the party or parties entitled to indemnification under this Section 7.1 (individually, an "Indemnified Party" and collectively, "Indemnified Parties") in connection with, resulting from or arising out of, directly or indirectly: (1) any breach of any representation or warranty of the Company or the Principal Shareholders set forth in this Agreement or any certificate, document or instrument delivered by or on behalf of the Company or the Principal Shareholders in connection herewith; (2) any non fulfillment of any covenant or agreement on the part of the Company or the Principal Shareholders in this Agreement; (3) the business, operations or assets of the Company prior to the Closing Date, including without limitation, (i) the Pre-Closing Liabilities, and (ii) all taxes of the Company attributable to any period (or portion of any period) ending on or prior to the Closing Date, except as otherwise disclosed in the Company Financial Statements or the Company Schedules (other than taxes attributable to the changes in accounting methods on the Closing Date from that of a cash method accounting to an accrual method of accounting and the Company ceasing to be taxed as an "S" corporation after the Closing); (i) any required pro rata refund to customers of annual product maintenance fees previously paid to the Company pursuant to any CAT Software License Agreements ("License Agreements") as a result of any customers refusing to consent to the assignment of any such License Agreements to the Surviving Corporation which consent was required pursuant to such Licensing Agreements ("Required Assignment") and (ii) any Damages incurred by Parent or the Surviving Corporation as a result of any third party to a non-disclosure agreement to which the Company is a party refusing to consent to any Required Assignment or waive any noncompliance of such nondisclosure agreements to the extent resulting such Damages arises from disclosure made on or prior to the Closing Date; (5) any breach Claims arising out of a representationthe Shareholder Materials; (6) the actions or omissions of the Company's directors, warranty officers, shareholders, employees or covenant agents prior to the Closing Date; and (ii) any and all Damages incident to any of Contributor contained the foregoing or to the enforcement of this Section 7.1(a). Notwithstanding any other provision in this Agreement, except as provided in Section 7.1(a)(i)(4), the Shareholders shall not be liable to Parent or in the Surviving Corporation or have any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment indemnification duties to them for any Damages incurred as a result of one counsel and a third party to any necessary local counsel (regardless of the number of Indemnified Parties)contract refusing to consent to any Required Assignment. (b) Contributor shall also indemnify Parent and Sub, jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless the Indemnified Parties from Shareholders from, against and against any and in respect of: (i) all Losses asserted againstDamages suffered, imposed upon sustained or incurred by the Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (1) any breach of any representation or warranty of the Parent set forth in this Agreement or any certificate, document or instrument delivered by or on behalf of Parent in connection herewith; (2) any nonfulfillment of any covenant or agreement on the part of Parent in this Agreement; (3) the business, operations or assets of the Surviving Corporation after the Closing Date (except with respect to the extent resulting from a third-party claim relating Shareholder Product Receivable), including without limitation, all taxes of the Surviving Corporation attributable to any period (or portion of any period) ending after the Closing Date and with respect to all taxes attributable to the Contributed Interests arising changes in accounting methods on or after the Closing Date from matters that occurred prior of a cash method accounting to an accrual method of accounting and the Company ceasing to be taxed as an "S" corporation after the Closing.; or (c4) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2the actions or omissions of the Surviving Corporation's directors, to officers, shareholders, employees or agents after the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect Closing Date; and (ii) any and all available proceeds and benefits of Damages incident to any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior foregoing or to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under enforcement of this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof7.1(b).

General Indemnification. (a) From and after the Closing Date, Contributor CONTRACTOR shall indemnify, defend with counsel 870 acceptable to the CITY, protect and hold harmless and defend City Council, the Operating Partnership and the REITCITY, its officers, 871 employees, volunteers, and their respective officersagents (collectively, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), indemnitees) from and against all claims, 872 damages (including but not limited to special, consequential, natural resources and punitive 873 damages), injuries, costs, (including without limit any and all claimsresponse, remediation and removal 874 costs), losses, damagesdemands, liabilities and expensesdebts, includingliens, without limitationliabilities, causes of action, suits, legal or administrative 875 proceedings, interest, fines, charges, penalties, amounts paid in settlement, reasonable and expenses (including without limit attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom 876 expert witness fees and costs incurred in connection with defending against any of attachment the foregoing 877 or similar bonds in enforcing this indemnity), (collectively, “LossesDamages”) of any kind whatsoever paid, incurred 878 or suffered by, or asserted against, imposed upon indemnitees arising from or incurred by the Indemnified Party, attributable to the extent resulting from any breach acts or 879 omissions of a representationContractor whether or not negligent or otherwise culpable, warranty in connection with or covenant 880 related to the performance of Contributor contained in this Agreement, including without limit damages arising from or in 881 attributable to any Scheduleoperations, Exhibitrepair, certificate clean-up or affidavit delivered by Contributor pursuant thereto. In each casedetoxification, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel other plan (regardless of 882 whether undertaken due to governmental action) concerning any hazardous substance or 883 Hazardous Waste Collected in the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless CITY. Notwithstanding the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; providedforegoing, however, that 884 CONTRACTOR shall be required to indemnify the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor CITY for the benefit costs for any claims arising from 885 the Disposal of any Indemnified PartyDiscarded Materials at the Disposal Facility, then from Processing of Recyclable 886 Materials at the Indemnified Party Recyclable Materials Processing Facility, and/or from Processing Organic 887 Materials at the Compostable Materials Processing Facility including, but not limited to, claims 888 arising under the Comprehensive Environmental Response, Comprehensive and Liability Act 889 (CERCLA) unless claim is a direct result of CONTRACTOR’S actions or negligence. This 890 indemnity afforded indemnitees, shall reimburse Contributor in only be limited to exclude coverage for intentional 891 wrongful acts and negligence of indemnitees, and as provided below. The foregoing indemnity 892 is intended to operate as an amount equivalent to such proceeds in excess of any deductible amount Agreement pursuant to Section 3.2(a§107(e) hereof up of the Comprehensive 893 Environmental Response, Compensation and ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇. §9607(e) and 894 California Health and Safety Code §25364, to defend, protect, hold harmless, and indemnify 895 CITY from liability. 01.1 This provision is in addition to all other provisions in this Agreement and 897 is intended to survive the expiration or earlier termination of this Agreement. Nothing in this 898 paragraph shall prevent CITY from seeking indemnification or contribution from Persons or 899 entities other than indemnitees, for any liabilities incurred by CITY or the indemnitees. As 900 appropriate, CONTRACTOR’S Guaranty Agreement shall extend to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)901 obligation hereunder.

General Indemnification. 31.2.1 Each Party (athe “Indemnifying Party”) From will defend, indemnify and after the Closing Date, Contributor shall indemnify, hold harmless the other Party and defend the Operating Partnership and the REIT, its respective Affiliates and their respective officers, directors, employees, stockholders, partners, and agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted againstfrom any suit or proceeding brought against the Indemnified Party arising out of any third party Claim alleging personal or bodily injury, imposed upon death, property damage or incurred by theft, resulting from the negligent acts or omissions of the Indemnifying Party, its agents or subcontractors, whether arising under common law, statute, strict tort liability, strict products liability, negligence, misrepresentation, or breach of warranty or otherwise; provided however, that an Indemnifying Party will have no obligation to defend, indemnify, or hold an Indemnified Party harmless for any third party Claim under this Section 31.2 to the extent such Claim results from the Indemnified Party, ’s negligence or willful misconduct. Subject to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained limitations specified in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available32 below, the Operating Partnership Indemnifying Party will pay all damages and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if costs awarded against the Indemnified Party later receives insurance proceeds for such Claims provided that the Indemnifying Party solely controls the defense or settlement of the Claim. The Indemnifying Party will reasonably cooperate with respect to any Losses paid by either Contributor for the benefit of any Indemnified Partyand provide reasonable requested authority, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor information and assistance to the Indemnified Party in connection with defending the suit. The Indemnifying Party shall be relived of its obligation to defend, indemnify and hold the Indemnified Party harmless, but only to the extent that the Indemnifying Party is actually prejudiced by any of the following and only to the extent of the prejudice: (i) the Indemnified Party fails to promptly notify the Indemnifying Party in writing of such indemnification Claim; or (it being understood ii) the Indemnified Party Indemnitees fail to reasonably cooperates and provide reasonable requested authority, information and assistance to the Indemnifying Party to properly defend any such suit or proceeding (at the Indemnify Party’s sole expense). The Indemnifying Party will not be responsible for any costs, expenses or compromise incurred or made by the Indemnified Party without the Indemnifying Party’s prior written consent 31.2.2 To the extent an Indemnifying Party is obligated under this Section 31 to defend, indemnify and/or hold harmless an Indemnified Party against any damages as provided for in this Section 31, an Indemnifying Party will be the original and primary source of payment of such damages without demand or presentment by an Indemnified Party, or the need or requirement that all costs and expenses incurred by Contributor with respect an Indemnified Party first make payment on such damages prior to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).seeking reimbursement from an Indemnifying Party. THIS DOCUMENT AND ITS CONTENTS CONSTITUTE THE PROPRIETARY AND CONFIDENTIAL INFORMATION OF CLEARWIRE COMMUNICATIONS LLC AND INTEL CORP. – DO NOT DISCLOSE TO THIRD PARTIES

General Indemnification. (a) From and after the first Closing Date, Contributor the Contributing Indemnitors shall indemnify, hold harmless and defend the Operating Partnership and the REITRMBI, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor the Contributing Indemnitors contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor the Contributing Indemnitors pursuant thereto. In each case, Contributor the Contributing Indemnitors shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor The Contributing Indemnitors shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests Assets arising from matters that occurred prior to the applicable Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree RMBI agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor the Contributing Indemnitors until all proceeds and benefits, if any, to which RMBI or the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT RMBI may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor the Contributing Indemnitors for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor the Contributing Indemnitors in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor the Contributing Indemnitors to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor the Contributing Indemnitors with respect to insurance coverage disputes shall constitute Losses paid by Contributor the Contributing Indemnitors for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From Client shall fully defend, indemnify and after the Closing Date, Contributor shall indemnify, hold harmless MGT and defend the Operating Partnership and the REIT, and their respective its officers, directors, employees, stockholdersagents, partnersrepresentatives or successors and assigns (collectively, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, lossesdemands, damagesactions or causes of actions and any and all liabilities, liabilities costs and expenses (including but not limited to attorney’s fees and expenses, including, without limitation, interest, penalties, amounts paid incurred in settlement, reasonable attorneys’ fees, costs the defense of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the an Indemnified Party, including costs of appeal) damage or loss in connection therewith, what may be asserted by Client, its officers, employees, agents, representatives, successors or assigns or any other third party on account of, or sustained or alleged to the extent resulting from any breach have been sustained by, or arising out of a representationor growing out of bodily injury, warranty including death, or covenant loss of Contributor contained in this Agreementuse or damage to or destruction of property caused by, arising out of, sustained or alleged to have been sustained by, or in any Schedule, Exhibit, certificate way incidental to or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with Client’s performance of the employment Services under this Agreement or Statement of one counsel and any necessary local counsel (Work, regardless of the number whether such claims, demands, actions, causes of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon action or incurred liability are or alleged to have been caused by in part or contributed to by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2negligence, to the extent availablefault, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits or strict liability of any right to defense Indemnified Party. MGT’s indemnity obligation under any insurance policy that covers this Paragraph is contingent upon MGT (“Indemnitee”) seeking indemnity by (i) promptly notifying the matter which is the subject Client (“Indemnitor”) of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhaustedeach claim; provided, however, that the Operating Partnership and the REIT may make a Indemnitee’s failure to give prompt notice to Indemnitor of any such claim shall not relieve Indemnitor of any obligation under this Section 3.2 even if paragraph except and to the extent that such failure materially prejudices Indemnitor’s ability to defend against such claim; (ii) provide the Indemnitor with sole control over the defense and/or settlement thereof provided however, that Indemnitor shall not settle any claim that includes an insurance coverage dispute is pendingadmission of wrongdoing by Indemnitee or otherwise adversely affects Indemnitee’s interests without its prior consent; and (iii) at Indemnitor’s request and expense, in which case, if the Indemnified Party later receives insurance proceeds provide full information and reasonable assistance to Indemnitor with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)claim.

General Indemnification. (a) From Each of LMC and after the Closing Date, Contributor TNCL shall indemnify, indemnify and hold harmless the other party (and defend the Operating Partnership and the REITits directors, and their respective officers, directors, employees, stockholders, partners, agents employees and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), Affiliates) from and against and with respect to, and shall reimburse such party and its directors, officers, employees and Affiliates for, any and all losses, liabilities, obligations, and damages ("Losses") resulting from, based upon, arising out of or otherwise in respect of, and all claims, lossesactions, damagessuits, liabilities and expensesproceedings, includingdemands, without limitationjudgments, assessments, fines, interest, penalties, amounts paid in settlement, costs and expenses (including reasonable attorneys’ fees, costs of investigation, judicial ' fees and expenses) ("Claims") incident or administrative proceedings relating to or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any untrue representation, breach of a representation, warranty or breach or nonfulfillment of any covenant of Contributor or agreement contained in this Agreement, herein or in any Schedule, Exhibit, certificate or affidavit delivered pursuant hereto by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with party from whom indemnification is claimed (the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties"Indemnifying Party"). (b) Contributor In addition, TNCL shall also indemnify and hold harmless the Indemnified Parties LMC and its directors, officers, employees and Affiliates from and against any and all Losses asserted against, imposed upon or incurred and Claims any of them may incur at any time in connection with any claim by the Indemnified Parties to the extent resulting from a third-any third party claim relating to the Contributed Interests arising beneficial ownership (or exercise of any rights of beneficial ownership) of the Gemstar Shares by TNCL, NPAL, or any of their respective successors or assigns, or the exercise by any of them of rights under the Gemstar Stockholders Agreement, in each case from matters that occurred prior to and after the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim that(i) TNCL shall not have indemnification obligations under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if 10.1(b) to the Indemnified Party later receives insurance proceeds with respect to any extent that such Losses paid by either Contributor for the benefit or Claims arise out of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess breach by LMC or LUVSG of any deductible amount pursuant to representations, covenants or agreements set forth herein or in the Stockholders' Agreement Letter, and (ii) TNCL's indemnification obligations under this Section 3.2(a10.1(b) hereof up to shall not limit the amount actually paid (rights of TNCL or deemed paid) NPAL arising out of any such breach by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)LMC or LUVSG.

General Indemnification. (a) From Client shall fully defend, indemnify and after the Closing Date, Contributor shall indemnify, hold harmless MGT and defend the Operating Partnership and the REIT, and their respective its officers, directors, employees, stockholdersagents, partnersrepresentatives or successors and assigns (collectively, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, lossesdemands, damagesactions or causes of actions and any and all liabilities, liabilities costs and expenses (including but not limited to attorney’s fees and expenses, including, without limitation, interest, penalties, amounts paid incurred in settlement, reasonable attorneys’ fees, costs the defense of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the an Indemnified Party, including costs of appeal) damage or loss in connection therewith, what may be asserted by the Customer, its officers, employees, agents, representatives, successors or assigns or any other third party on account of, or sustained or alleged to the extent resulting from any breach have been sustained by, or arising out of a representationor growing out of bodily injury, warranty including death, or covenant loss of Contributor contained in this Agreementuse or damage to or destruction of property caused by, arising out of, sustained or alleged to have been sustained by, or in any Schedule, Exhibit, certificate way incidental to or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment Customer’s performance of one counsel and any necessary local counsel (the Services under this Agreement or Statement of Work, regardless of the number whether such claims, demands, actions, causes of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon action or incurred liability are or alleged to have been caused by in part or contributed to by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2negligence, to the extent availablefault, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits or strict liability of any right Indemnified Party. MGT’s indemnity obligation under this Paragraph is contingent upon the MGT seeking indemnity (“Indemnitee”) to defense under any insurance policy that covers (i) promptly notify the matter which is the subject Customer (“Indemnitor”) of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhaustedeach claim; provided, however, that the Operating Partnership and Indemnitee’s failure to give prompt notice to the REIT may make a Indemnitor of any such claim shall not relieve the Indemnitor of any obligation under this Section 3.2 even if Paragraph except and to the extent that such failure materially prejudices the Indemnitor’s ability to defend against such claim; (ii) provide the Indemnitor with sole control over the defense and/or settlement thereof provided however, that Indemnitor shall not settle any claim that includes an insurance coverage dispute is pendingadmission of wrongdoing by the Indemnitee or otherwise adversely affects Indemnitee’s interests without its prior consent; and (iii) at the Indemnitor’s request and expense, in which case, if provide full information and reasonable assistance to the Indemnified Party later receives insurance proceeds Indemnitor with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)claim.

General Indemnification. (a) From and after the Closing Date, Contributor shall each Nominee shall, severally and not jointly or jointly and severally (as determined below), indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), Party from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) Losses asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from (i) any breach of a representation, warranty warranty, covenant or covenant obligation of Contributor such Nominee contained in this Agreement, or in any Exhibit, certificate or affidavit delivered by such Nominee pursuant hereto or pursuant to the Contribution Agreement, and (ii) any breach by the Contributor of a representation, warranty, covenant or obligation contained in the Contribution Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by the Contributor pursuant thereto. In each case, Contributor the indemnifying party or parties shall (collectively, if applicable) only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). For avoidance of doubt, in no event shall the obligations of any Nominee under the Contribution Agreement and hereunder be duplicative. (b) Contributor Each Nominee shall also also, severally and not jointly or jointly and severally (as determined above), indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating arising from (i) the Contributor’s failure to timely pay any fees and expenses of the Contributor for which it is responsible pursuant to the Contributed Interests arising from matters that occurred prior Contribution Agreement in connection with the transactions contemplated thereby, (ii) such Nominee’s failure to timely pay any fees and expenses of such Nominee for which it is responsible pursuant to this Agreement or pursuant to the ClosingContribution Agreement in connection with the transactions contemplated by each such agreement, and (iii) any Excluded Liabilities of the Contributor. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor a Nominee until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor a Nominee for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor such Nominee in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.6(a) hereof up to the amount actually paid (or deemed paid) by Contributor such Nominee to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor a Nominee with respect to insurance coverage disputes shall constitute Losses paid by Contributor such Nominee for purposes of Section 3.2(a) hereof)).

General Indemnification. (a) From and after the Closing Date, Contributor the Contributing Indemnitors shall indemnify, hold harmless and defend the Operating Partnership and the REITRMBI, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor the Contributing Indemnitors contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor the Contributing Indemnitors pursuant thereto. In each case, Contributor the Contributing Indemnitors shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor The Contributing Indemnitors shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests Assets arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree RMBI agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor the Contributing Indemnitors until all proceeds and benefits, if any, to which RMBI or the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT RMBI may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor the Contributing Indemnitors for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor the Contributing Indemnitors in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor the Contributing Indemnitors to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor the Contributing Indemnitors with respect to insurance coverage disputes shall constitute Losses paid by Contributor the Contributing Indemnitors for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From Each of LMC and after the Closing Date, Contributor TNCL shall indemnify, indemnify and hold harmless the other party (and defend the Operating Partnership and the REITits directors, and their respective officers, directors, employees, stockholders, partners, agents employees and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), Affiliates) from and against and with respect to, and shall reimburse such party and its directors, officers, employees and Affiliates for, any and all losses, liabilities, obligations, and damages ("Losses") resulting from, based upon, arising out of or otherwise in respect of, and all claims, lossesactions, damagessuits, liabilities and expensesproceedings, includingdemands, without limitationjudgments, assessments, fines, interest, penalties, amounts paid in settlement, costs and expenses (including reasonable attorneys’ fees, costs of investigation, judicial ' fees and expenses) ("Claims") incident or administrative proceedings relating to or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any untrue representation, breach of a representation, warranty or breach or nonfulfillment of any covenant of Contributor or agreement contained in this Agreement, herein or in any Schedule, Exhibit, certificate or affidavit delivered pursuant hereto by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with party from whom indemnification is claimed (the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties"Indemnifying Party"). (b) Contributor In addition, TNCL shall also indemnify and hold harmless the Indemnified Parties LMC and its directors, officers, employees and Affiliates from and against any and all Losses asserted against, imposed upon or incurred and Claims any of them may incur at any time in connection with any claim by the Indemnified Parties to the extent resulting from a third-any third party claim relating to the Contributed Interests arising beneficial ownership (or exercise of any rights of beneficial ownership) of the Gemstar Shares by TNCL, NPAL, or any of their respective successors or assigns, or the exercise by any of them of rights under the Gemstar Stockholders Agreement, in each case from matters that occurred prior to and after the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim (i) TNCL shall not have indemnification obligations under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if 10.1(b) to the Indemnified Party later receives insurance proceeds with respect to any extent that such Losses paid by either Contributor for the benefit or Claims arise out of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess breach by LMC or LUVSG of any deductible amount pursuant to representations, covenants or agreements set forth herein or in the Stockholders' Agreement Letter, and (ii) TNCL's indemnification obligations under this Section 3.2(a10.1(b) hereof up to shall not limit the amount actually paid (rights of TNCL or deemed paid) NPAL arising out of any such breach by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)LMC or LUVSG.

General Indemnification. (a) From and after the Closing DateClosing, Contributor each Contributor, severally and not jointly, shall indemnify, hold harmless and defend the Operating Partnership RS Parties and the REIT, each of their respective Affiliates and their respective officers, directors, employees, stockholders, partners, agents successors and affiliates assigns (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, including interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from arising out of any breach of a representation, warranty or covenant of such Contributor or its Contributed Entity contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.211.2, to the extent availableof available coverage, the Operating Partnership and the REIT RS Parties agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from a Contributor until all proceeds and benefits, if any, to which the Operating Partnership RS Parties or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership RS Parties and the REIT any other Indemnified Party may make a claim under this Section 3.2 11.2 even if while an insurance coverage claim or an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either such Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse such Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a11.2(a) hereof up to the amount actually paid (or deemed paid) by such Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor the Indemnified Parties with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a11.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, Contributor Seller shall indemnify, hold harmless and defend Purchaser, Alpine OP, Alpine GP, the Operating Partnership REIT and the REIT, and each of their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor Seller contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor Seller pursuant thereto. In each case, Contributor Seller shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor Seller shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim against Seller and relating to the Contributed Interests TIC Interest and arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree Purchaser agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor Seller until all proceeds and benefits, if any, to which the Operating Partnership Purchaser or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership Purchaser and the REIT any other Indemnified Party may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor Seller for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor Seller in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor Seller to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor Seller with respect to insurance coverage disputes shall constitute Losses paid by Contributor Seller for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, 5.2.1 The Contributor shall indemnify, indemnify and hold harmless and defend the Operating Partnership and the REITits respective directors, and their respective officers, directors, employees, stockholdersagents, partners, agents representatives and affiliates (other than the Contributor) (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all actions, claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom therefrom, and costs of attachment or similar bonds (collectively, “Losses”) ), asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor contained in this AgreementAgreement from and after the Closing Date. Losses shall not include punitive or consequential damages including, or in any Schedulewithout limitation, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties)lost profits. (b) 5.2.2 The Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to in connection with the extent resulting from a fees and expenses of the Contributor incurred with third-party claim relating to the Contributed Interests arising from matters that occurred parties prior to the ClosingClosing in connection with the transactions contemplated by this Agreement, except as provided in Section 3.4. (c) 5.2.3 With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.25.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from the Contributor until all proceeds and benefitsproceeds, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 5.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either the Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse the Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof 5.4 up to the amount actually paid (or deemed paid) by the Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by the Contributor with respect to insurance coverage disputes shall constitute Losses paid by the Contributor for purposes of this Section 3.2(a) hereof5.2.3).

General Indemnification. (a) From and after the Closing Date, Contributor shall the Contributors, severally, agree to indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of such Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by such Contributor pursuant thereto. In each case, the applicable Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall The Contributors, severally, also agree to indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from any Contributor until all proceeds and benefits, if any, to which the Operating Partnership REIT or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either any Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor the applicable Contributor(s) in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor such Contributor(s) to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor such Contributor(s) with respect to insurance coverage disputes shall constitute Losses paid by Contributor such Contributor(s) for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership Partnership, the General Partner, the REIT and the REIT, and each of their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim against Contributor and relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an a Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT any other Indemnified Party may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. (a) From and after the Closing Date, Contributor Seller shall indemnify, hold harmless and defend Purchaser, the Operating Partnership General Partner, the REIT and the REIT, and each of their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor Seller contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor Seller pursuant thereto. In each case, Contributor Seller shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor Seller shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a third-party claim against Seller and relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree Purchaser agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor Seller until all proceeds and benefits, if any, to which the Operating Partnership Purchaser or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership Purchaser and the REIT any other Indemnified Party may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor Seller for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor Seller in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor Seller to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor Seller with respect to insurance coverage disputes shall constitute Losses paid by Contributor Seller for purposes of Section 3.2(a) hereof).

General Indemnification. Each Party hereto (athe "Indemnitor") From agrees to, and after the Closing Dateshall, Contributor shall indemnify, defend and hold harmless and defend the Operating Partnership and other Party hereto (the REIT"Indemnitee"), and their respective its directors, shareholders, officers, directorsagents, employees, stockholders, partners, agents successors and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), assigns from and against any and all third party claims, lossessuits, proceedings, judgments, damages, liabilities and costs (including reasonable attorneys' fees and expenses) arising from, includingin connection with or related in any way to, without limitationdirectly or indirectly, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”i) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any Indemnitee's material breach of a representation, warranty or covenant any obligation of Contributor contained the Indemnitor in this Agreement (unless an exclusive remedy or liability exclusion is otherwise provided for in the applicable provision(s) of this Agreement), and (ii) the gross negligence or willful misconduct of the Indemnitor, its employees, agents, or contractors in the performance of this Agreement. The Indemnitee shall promptly notify the Indemnitor of any Schedulesuch claim, Exhibitand the Indemnitor shall bear full responsibility for the defense of such claim (including any settlements); provided however, certificate or affidavit delivered by Contributor pursuant thereto. In each casethat: (1) the Indemnitor shall keep the Indemnitee informed of, Contributor shall only bear and consult with the fees, costs or expenses Indemnitee in connection with the employment progress of one counsel and such litigation or settlement; (2) the Indemnitor shall not have any necessary local counsel right, without the Indemnitee's written consent, which consent shall not be unreasonably withheld, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (regardless whether in contract, tort or otherwise) on the part of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against Indemnitee, or requires any and all Losses asserted against, imposed upon specific performance or incurred non-pecuniary remedy by the Indemnified Parties to Indemnitee; and (3) the extent resulting from a third-party claim relating to Indemnitee shall have the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to participate in the defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit counsel of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof)its choice at its own expense.

General Indemnification. (a) From and after the Closing Date, each Contributor shall severally, and not jointly and severally (as determined below), indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates Company (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) Losses asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor the Contributors contained in the Agreement (as qualified by all items set forth in the Prospectus and the Disclosure Schedule and including, without limitation, this AgreementExhibit C), or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor the Contributors pursuant thereto. In each case, Contributor the Contributors shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Each Contributor shall also also, severally, and not jointly and severally (as determined above), indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior (i) such Contributor’s failure to timely pay any fees and expenses of such Contributor for which it is responsible pursuant to this Agreement in connection with the Closingtransactions contemplated by this Agreement and (ii) any Excluded Liabilities of such Contributor. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from either Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse such Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.6(a) hereof up to the amount actually paid (or deemed paid) by such Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor the Contributors with respect to insurance coverage disputes shall constitute Losses paid by Contributor the Contributors for purposes of Section 3.2(a) hereof)).

General Indemnification. (a) From and after the Closing Date, each Contributor shall severally, but not jointly, indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds (collectively, “Losses”) asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Each Contributor shall also also, severally, but not jointly, indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to the extent resulting from a an unrelated third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes of Section 3.2(a) hereof).

General Indemnification. Seller and Servicer each hereby agrees to indemnify Purchaser (a) From and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership and the REIT, and their respective together with its officers, directors, agents, representatives, shareholders, counsel and employees, stockholderseach, partners, agents and affiliates (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claims, losses, damages, losses and liabilities and expenses, (including, without limitation, interest, penalties, amounts paid in settlement, reasonable and documented attorneys’ fees, costs fees of investigation, judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds one counsel) in an amount not to exceed the Repurchase Price (collectively, the “LossesIndemnified Amounts”) asserted againstarising out of or resulting from any of the following: (i) the failure by Seller or Servicer to comply in any material respect with (A) any applicable law, imposed upon rule or incurred regulation with respect to the Purchased Receivable or (B) the Contract or any other contract with respect to the Purchased Receivable; (ii) the failure to vest in Purchaser a valid ownership interest in the Purchased Receivable and the proceeds and Collections in respect thereof free and clear of any Liens or encumbrances of any kind or nature whatsoever (other than those granted under this Agreement); (iii) the commingling by Seller or Servicer of Collections at any time with other funds of Seller, Servicer or any other Person; provided that the Purchaser acknowledges that the commingling of Collections Payments in the Sweep Account with other receivables of Seller from Account Debtor shall not constitute a breach or default under this Agreement; (iv) any bona fide claim brought by any Person other than an Indemnified PartyParty arising from Servicer’s collection activities, (v) any Dispute or Dilution as a result of actions or omissions by Seller or Servicer to the extent Seller has not already remitted payment to Purchaser for such amounts, as appropriate, pursuant to Section 7(c) hereof, or (vi) any offsets, write-offs, recoupments, returns or other allowances by Account Debtor that do not reasonably relate to the Purchased Receivable to the extent Seller has not already remitted payment to Purchaser for such setoff pursuant to Section 7(c) hereof. The foregoing indemnification shall not apply in the case of any claims, losses or liabilities to the extent resulting solely from any breach the gross negligence, bad faith or willful misconduct of a representation, warranty or covenant of Contributor contained in this Agreement, or in any Schedule, Exhibit, certificate or affidavit delivered by Contributor pursuant theretoan Indemnified Party. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Parties). (b) Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties Notwithstanding anything to the extent resulting from a third-party claim relating to the Contributed Interests arising from matters that occurred prior to the Closing. (c) With respect contrary herein, Seller shall not have liability to any indemnification claim by an Indemnified Party under this Section 8(b) for any Indemnified Amounts that consist of any: (A) punitive or exemplary damages or (B) remote, speculative, special, indirect or consequential damages or lost profits. Seller will have the right at any time to conduct and control the defense of, negotiate, settle or otherwise control any claims pursuant to this Section 3.2, 8(b) and to select counsel of reasonable experience and expertise in the extent available, the Operating Partnership and the REIT agree to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits relevant area(s) of any right to defense under any insurance policy that covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other Indemnified Party is entitled pursuant to law implicated by such insurance policy have been exhaustedclaims; provided, however, that if the Operating Partnership defendants in any such action include both the Seller and the REIT Purchaser and the Indemnified Parties shall have reasonably concluded that there may make a claim under this Section 3.2 even if be legal defenses available to it or them and/or other Indemnified Parties that are different from or additional to those available to the Seller or that such that joint representation of the parties would create an insurance coverage dispute is pendingethical conflict of interest for counsel, in which case, if the Indemnified Party later receives insurance proceeds with respect or parties shall have the right to any Losses paid elect to be represented by either Contributor for one separate counsel to assert such legal defenses and to otherwise participate in the benefit defense of any such action on behalf of such Indemnified Party or parties. Seller shall not, without the consent of the Indemnified Party, then the effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party shall reimburse Contributor in is or could reasonably have been a party and indemnity could reasonably have been sought hereunder by such Indemnified Party, unless such settlement includes an amount equivalent to unconditional release of such proceeds in excess of any deductible amount pursuant to Section 3.2(a) hereof up to the amount actually paid (or deemed paid) by Contributor to the Indemnified Party in connection with from all liability on claims that are the subject matter of such indemnification (it being understood that all costs proceeding and expenses incurred does not include a statement as to or an admission of fault, culpability or a failure to act by Contributor with respect to insurance coverage disputes shall constitute Losses paid by Contributor for purposes or on behalf of Section 3.2(a) hereof)such Indemnified Party.

General Indemnification. (a) From The Transferor shall indemnify and after the Closing Date, Contributor shall indemnify, hold harmless and defend the Operating Partnership Partnership, the Company and the REIT, and each of their respective directors, officers, directors, employees, stockholdersagents, partners, agents representatives and affiliates other than the Transferor (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claimsClaims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom therefrom, and costs of attachment or similar bonds (collectively, “Losses”) ), asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party in connection with or as a result of any breach of a representation, warranty or covenant of Contributor the Transferor contained in the Agreement and including, without limitation, this AgreementExhibit B or any Exhibit, certificate or affidavit, or in any Schedule, Exhibit, certificate or affidavit other document delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Partiesthereby). (b) Contributor The Transferor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to in connection with or as a result of all fees and expenses of the extent resulting from a third-party claim relating to Transferor in connection with the Contributed Interests arising from matters that occurred prior to transactions contemplated by the ClosingAgreement. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from Contributor the Transferor until all proceeds and benefitsproceeds, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either Contributor the Transferor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse Contributor the Transferor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.4(a) hereof up to the amount actually paid (or deemed paid) by Contributor the Transferor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by Contributor the Transferor with respect to insurance coverage disputes shall constitute Losses paid by Contributor the Transferor for purposes of this Section 3.2(a) hereof3.2(c)).

General Indemnification. (a) From and after the Closing Date, The Contributor shall indemnify, indemnify and hold harmless and defend the Operating Partnership Partnership, the Company and the REIT, and each of their respective directors, officers, directors, employees, stockholdersagents, partners, agents representatives and affiliates other than the Contributor (each of which is an “Indemnified Party” and collectively the “Indemnified Parties”), ) from and against any and all claimsClaims, losses, damages, liabilities and expenses, including, without limitation, interest, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative, judicial or administrative proceedings or appeals therefrom therefrom, and costs of attachment or similar bonds (collectively, “Losses”) ), asserted against, imposed upon or incurred by the Indemnified Party, to the extent resulting from Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor contained in the Agreement (as qualified by all items set forth in the Disclosure Schedule) and including, without limitation, this Agreement, Exhibit C or in any Schedule, Exhibit, certificate or affidavit affidavit, or in any other document delivered by Contributor pursuant thereto. In each case, Contributor shall only bear the fees, costs or expenses in connection with the employment of one counsel and any necessary local counsel (regardless of the number of Indemnified Partiesthereby,). (b) Subject to Section 2.4 of the Agreement, the Contributor shall also indemnify and hold harmless the Indemnified Parties from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Parties to in connection with or as a result of all fees and expenses of the extent resulting from a third-party claim relating to Contributor in connection with the Contributed Interests arising from matters that occurred prior to transactions contemplated by the ClosingAgreement. (c) With respect to any indemnification claim by of an Indemnified Party pursuant to this Section 3.2, to the extent available, the Operating Partnership and the REIT agree agrees to use diligent good faith efforts to pursue and collect any and all available proceeds and benefits of any right to defense under any insurance policy that which covers the matter which is the subject of the indemnification prior to seeking indemnification from the Contributor until all proceeds and benefitsproceeds, if any, to which the Operating Partnership or any other the Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership and the REIT may make a claim under this Section 3.2 even if an insurance coverage dispute is pending, in which case, if the Indemnified Party later receives insurance proceeds with respect to any Losses paid by either the Contributor for the benefit of any Indemnified Party, then the Indemnified Party shall reimburse the Contributor in an amount equivalent to such proceeds in excess of any deductible amount pursuant to Section 3.2(a3.4(a) hereof up to the amount actually paid (or deemed paid) by the Contributor to the Indemnified Party in connection with such indemnification (it being understood that all costs and expenses incurred by the Contributor with respect to insurance coverage disputes shall constitute Losses paid by the Contributor for purposes of this Section 3.2(a) hereof3.2(c)).