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. (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. (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 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. 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 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. 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. 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 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. Subject to this ARTICLE IX, the Member covenants and agrees to indemnify, defend, protect and hold harmless the Buyer Indemnified Parties from, against and in respect of all Damages suffered, sustained, incurred or paid by any Buyer Indemnified Party, in each case in connection with, resulting from or arising directly or indirectly out of (whether or not involving a third party claim): (a) From the breach of any representation or warranty made by any Seller Party set forth in this Agreement or any certificate delivered or provided by any Seller Party in connection with or related to the consummation of the transactions contemplated by this Agreement; (b) the breach of any covenant or agreement on the part of any Seller Party set forth in this Agreement or any certificate delivered or provided by any Seller Party pursuant to this Agreement or in the transactions contemplated hereby; (c) any Indebtedness for Borrowed Money of the Company not otherwise paid on or prior to the Closing, (d) any Non-Ordinary Course Liabilities, other than as shown on the Closing Statement and deducted in the calculation of Closing Net Working Capital or paid from the Purchase Price; (e) the Parent Benefit Plans and any and all benefits accrued under the Benefit Plans as of the Closing Date and any and all other Liabilities arising out of, or in connection with, the form, operation or termination of such Benefit Plans or termination of the Company’s participation in the Benefit Plans on or prior to the Closing Date, (f) any liability with respect to the Incentive Payment Rights, including without limitation any payment of Taxes associated therewith (including any applicable tax withholding, payroll tax payments and the employer portions of any Taxes associated with the Incentive Payment Rights) in each case other than such Taxes to the extent included in the calculation of Closing Working Capital, (g) other than as shown on the Closing Statement as finally determined and deducted in the calculation of Closing Net Working Capital (and resulting an adjustment to the Purchase Price pursuant to Section 1.4), any and all Liabilities for Taxes or the nonpayment thereof: (i) of the Company or the Member for all taxable periods ending on or before the Closing Date and for that portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date, (ii) in connection with or arising out of the Company’s activities or business on or before the Closing Date (determined, with respect to taxable periods that begin before and end after the Closing Date, Contributor shall indemnify, hold harmless and defend in accordance with the Operating Partnership and the REIT, and their respective officers, directors, employees, stockholders, partners, agents and affiliates (each allocation provisions of which is an “Indemnified Party” and collectively the “Indemnified Parties”Section 6.5(b)), from and against (iii) arising in connection with the transactions contemplated by this Agreement; (iv) owing by any and all claims, losses, damages, liabilities and expensesPerson (other than the Company) for which the Company may be liable where the liability of the Company for such Taxes is attributable to an event or transaction or affiliation occurring on or before the Closing Date, including, without limitation, interest(A) in respect of Taxes payable by the Member, penalties, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, judicial (B) under Treasury Regulation Sections 1.1502-6 (or administrative proceedings any predecessor or appeals therefrom and costs of attachment successor thereof or any analogous or similar bonds provision of Law ), (collectively, “Losses”C) asserted against, imposed upon as a transferee or incurred successor or (D) by the Indemnified Party, to the extent resulting from any breach of a representation, warranty or covenant of Contributor contained in this AgreementContract, 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). (bv) 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 breach by any indemnification claim by an Indemnified Seller 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 provision of Section 6.5, (h) any insurance policy that covers the matter which is the subject of described on Appendix B and (i) enforcing the indemnification prior to seeking indemnification from Contributor until all proceeds and benefits, if any, to which the Operating Partnership or any other rights of Buyer 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)Parties hereunder.

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 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 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 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 Subject to Section 8.5 and the other provisions of this Article 8, after the Closing, each of the Sellers, severally and not jointly, agrees to indemnify, defend and hold the Buyer, and its officers, directors and/or employees (each a “Buyer Indemnitee” and together the “Buyer Indemnitees”) harmless from any damages, losses, liabilities, obligations, claims of any kind, interest or expenses (including, without limitation, reasonable attorneys’ fees and expenses, but excluding punitive, exemplary, special or consequential damages, or any damages measured by lost profits or a multiple of earnings; provided, however, that the foregoing exclusions shall not apply to the extent such damages are asserted by a third party in claims for indemnification with respect to Third Party Claims) (each a “Loss” and, collectively, “Losses”) as a result of or arising out of: (i) the breach of any representation or warranty made by the Company or the Sellers in Article 3 or by the applicable Seller in Article 4 of this Agreement as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date), (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers pursuant to this Agreement; (iii) the breach by such Seller of any of its covenants or agreements contained herein that are required to be performed after the Closing Date; or (iv) any Seller Expenses or Funded Indebtedness of the Company outstanding as of the Closing to the extent not paid or satisfied by the Company at or prior to the Closing, Contributor shall or if paid by Buyer at the Closing, in each case, to the extent not taken into account in the determination of the Closing Date Payment Amount pursuant to Section 2.4. (b) Subject to Section 8.5 and the other provisions of this Article 8, after the Closing, the Buyer agrees to indemnify, defend and hold harmless and defend each of the Operating Partnership and the REIT, Sellers and their respective officers, directors, employees, stockholders, partners, agents partners and affiliates members (each of which is an a “Indemnified PartySeller Indemnitee” and collectively together 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, “LossesSeller Indemnitees”) asserted against, imposed upon harmless from any Loss as a result of or incurred arising out of (i) the breach of any representation or warranty made by the Indemnified Party, to the extent resulting from any breach Buyer in Article 5 of a representation, warranty or covenant of Contributor contained in this Agreement, or in (ii) 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 breach by the Indemnified Parties Buyer of any of its covenants or agreements contained herein that are required to be performed after the extent resulting from a third-party claim relating Closing Date, and (iii) any breach by the Company of any of its covenants or agreements contained herein that are required to the Contributed Interests arising from matters that occurred prior to be performed after the Closing. (c) With respect to any All indemnification claim by an Indemnified Party pursuant to payments under this Section 3.2, Article 8 shall be adjustments 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 Purchase Price except as otherwise required 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)applicable law.

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)).

General Indemnification. (a) 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) 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. (a) From and after the Closing Date, Contributor Seller shall indemnify, hold harmless and defend the Operating Partnership each Purchaser 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 Property Interest purchased by the applicable Purchaser hereunder to the extent such claim is to matters that occurred prior to the ClosingClosing and the action of the Seller. (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 each 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 such Purchaser or any other Indemnified Party is entitled pursuant to such insurance policy have been exhausted; provided, however, that the Operating Partnership such 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). (d) Any Losses that are payable to any Purchaser under the provisions of this Section 3.2, shall be payable only by assignment of payments to Seller as a holder of a TIC Interest under the TIC 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, 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, 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 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. 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 survive expiration or termination of this Agreement. AT&T Proprietary (Internal Use Only) Not for use or disclosure outside 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 AT&T companies except 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).written agreement CONFIDENTIAL TREATMENT

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 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. (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. 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 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, 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 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 as a result of any material breach of a representation, warranty or covenant of the 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 from and after 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)Closing Date. (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 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 the Closingtransactions 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 3.25.2.1, 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). 5.2.4 The Operating Partnership agrees to indemnify against, defend, and hold harmless Contributor and its respective directors, officers, employees, agents, representatives and affiliates (other than the Operating Partnership) (each of which is an “Contributor Indemnified Party”) for, from and against any and all claims, losses, damages, liabilities and expenses, including, without limitation, 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”), asserted against, imposed upon or incurred by the Contributor Indemnified Party as a result of (1) any material breach of a representation, warranty or ​ ​ ​ covenant of the Operating Partnership contained in this Agreement, from and after the Closing Date, (2) any Losses incurred during the inspection of the Property by Operating Partnership or any of its agents, representatives, employees, including, without limitation, Losses in the nature any injuries to persons (including death) or property (real or personal), or any mechanics’, workers’ or other liens on the property, by reasons of or relating to the work or activities conducted on the Property by Operating Partnership or any of its agents, representatives, employees, (3) any injuries to persons (including death) or property (real or personal) occurring from and after the Closing.

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 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 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. 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 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 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).