Common use of General Indemnity Clause in Contracts

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.

General Indemnity. Each Credit Party expressly declares The Borrower agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and agrees as follows: (a) hold harmless the Agent Lender, and each of the Lendersits Affiliates, their and Subsidiaries, and its respective officers, directors, officers, employees, legal counsel and agents, and all of their respective representatives, successors and assigns agents (collectively the each an “Indemnified PartiesParty”) will at all times be indemnified and saved harmless by the Borrower from and against any and all claims, demandsobligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, costs, chargesexpenses and disbursements of any kind or nature (including, expenseswithout limitation, damages the disbursements and liabilities whatsoever arising the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with this Agreement any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and the other Facility Documents (except whether based on any lossfederal, expenseprovincial, claim, proceeding, judgment state or liability described in Section 11.2 local laws or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)regulations, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated herebysecurities, reasonable legal fees environmental and disbursements on a solicitor commercial laws and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnityregulations, which the Agent or the Lenders may suffer or incur, whether at under common law or in equity, or based on contract or otherwise) in any way caused by manner relating to or arisingarising out of this Agreement or any other Loan Document, directly or indirectly, in respect of any act, deedevent or transaction related or attendant thereto, matter the making and/or the management of the Loan or thing whatsoever madethe use or intended use of the proceeds of the Loan; provided, done, acquiesced in or omitted in or about or in relation however that the Borrower shall have no obligation hereunder to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply Indemnified Party to the extent that such Losses were caused by or resulted from the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in relation the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to their obligations hereunderthe maximum extent permitted by Applicable Law. This Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesAgreement.

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) the Agent The Concessionaire will indemnify, defend, save and each of the Lendershold harmless DTIDCL, their respective directors, its officers, employeesservants, and agents, agents (“DTIDCL Indemnified Persons”) against any and all of their respective representativessuits, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, lossesproceedings, actions, causes of actiondemands and, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any third party claims for loss, expensedamage, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims cost and Taxes for which specific indemnification is provided in other sections expense of this Agreement), including, without limitation, those whatever kind and nature arising out of or related to actions taken or omitted to be taken the any breach by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution Concessionaire of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of obligations under this subsection do not apply to the extent that the Agent Agreement or any Lenderuser related agreement or defect or deficiency in the provision of services by the Concessionaire that any such suits, proceedings, actions, demands and claims have arisen due to any negligent act or omission, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination breach of this Agreement and repayment on the part of the Facility; andDTIDCL Indemnified Persons. (b) DTIDCL will, indemnify, defend, save and hold harmless the Agent Concessionaire against any and all suits, proceedings, actions, third party claims for loss, damage, cost and expense of whatever kind and nature arising out of (i) defect in title and/or the Lenders may rights of DTIDCL in the land comprised in the Project Site(s) adversely affecting the performance of the Concessionaire’s obligations under this Agreement (ii) breach by DTIDCL of any of its obligations under this Agreement or any related agreement, which materially and adversely affect the performance by the Concessionaire of its obligations under this Agreement, , save' and except that where any such claim, suit, proceeding, action, and/or demand has arisen due to a negligent act and rely and or omission, or breach of any of its obligations under any provision of this Agreement or any related agreement and/or breach of its statutory duty on the part of the Concessionaire, its subsidiaries, affiliates, contractors, servants or agents, the same shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf the liability of the proper party or partiesConcessionaire.

General Indemnity. Each Credit Party expressly declares (i) Borrower shall, at its sole cost and agrees as follows: (a) expense, protect, defend, indemnify, release and hold harmless the Agent Lender and each of the Lendersits parents, their respective subsidiaries, Affiliates, shareholders, directors, officers, employees, and representatives, agents, successors, assigns and all of their respective representativesattorneys (collectively, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower for, from and against any and all claims, demandssuits, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those strict liabilities), administrative and judicial actions and proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement, and litigation costs, of whatever kind or nature and whether or not incurred in connection with any judicial or administrative proceedings (including, but not limited to, reasonable attorneys’ fees and other reasonable costs of defense) (the “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties (except to the extent same are directly and solely caused by the fraud, bad faith, gross negligence or willful misconduct of any Indemnified Party), and directly or indirectly arising out of or related in any way relating to actions taken any one or omitted to more of the following: (A) ownership of the Note, any of the other Loan Documents, or any interest therein; (B) any amendment to, or restructuring of, the Indebtedness, and the Note, or any of the other Loan Documents; (C) any and all lawful action that may be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred Lender in connection with the enforcement of the provisions of this indemnityAgreement, the Note or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with Borrower or any Affiliate of Borrower becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (D) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (E) any use, nonuse or condition in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (F) any failure on the part of Borrower to perform or be in compliance with any of the terms of this Agreement or any of the other Loan Documents; (G) performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof; (H) the failure of Borrower to file timely with the Internal Revenue Service an accurate Form ▇▇▇▇-▇, ▇▇▇▇▇▇▇▇▇ for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Agreement; (I) any failure of the Agent Mortgaged Property to be in compliance with any Legal Requirement; (J) the enforcement by any Indemnified Party of the provisions of this Section 5.1(d); (K) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; or (L) any untrue statement or alleged untrue statement of any material fact contained in any information concerning Borrower, the Mortgaged Property or the Lenders may suffer Loan or incurthe omission or alleged omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information in light of the circumstances under which they were made not misleading. Any amounts payable to an Indemnified Party by reason of the application of this Section 5.1(d)(i) shall become due and payable ten (10) days after written demand and shall bear interest at the Default Rate from the tenth (10th) day after demand until paid. (ii) Borrower shall, whether at law its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or in equity, incurred by or asserted against any of the Indemnified Parties and directly or indirectly arising out of or in any way caused by relating to any tax on the making and/or recording of this Agreement, the Note or arisingany of the other Loan Documents. (iii) Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under Borrower’s covenants with respect to ERISA and employee benefits plans contained herein. (iv) Promptly after receipt by an Indemnified Party under this Section 5.1(d) of notice of the making of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect of thereof is to be made by such Indemnified Party against Borrower under this Section 5.1(d), notify Borrower in writing, but the omission so to notify Borrower will not relieve Borrower from any act, deed, matter liability which it may have to any Indemnified Party under this Section 5.1(d) or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender otherwise unless and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that Borrower did not otherwise possess knowledge of such claim or action and such failure resulted in the Agent forfeiture by Borrower of substantial rights and defenses. In case any such claim is made or action is brought against any Indemnified Party and such Indemnified Party seeks or intends to seek indemnity from Borrower, Borrower will be entitled to participate in, and, to the extent that it may wish, to assume the defense thereof with counsel reasonably satisfactory to the Lender; and, upon receipt of notice from Borrower to such Indemnified Party of its election so to assume the defense of such claim or its respective employees action and only upon approval by the Indemnified Party of such counsel (such approval not to be unreasonably withheld or agents were grossly negligent delayed), Borrower will not be liable to such Indemnified Party under this Section 5.1(d) for any legal or acted other expenses subsequently incurred by such Indemnified Party in connection with wilful misconduct the defense thereof. Notwithstanding the preceding sentence, each Indemnified Party will be entitled to employ counsel separate from such counsel for Borrower and from any other party in relation such action if such Indemnified Party reasonably determines that a conflict of interest exists which makes representation by counsel chosen by Borrower not advisable. In such event, Borrower shall pay the reasonable fees and disbursements of such separate counsel, subject to their obligations hereunderreimbursement of such costs if the Indemnified Party requiring such separate counsel is found by a court of competent jurisdiction not to be entitled to the indemnity protection of this Section 5.1(d). This indemnity Borrower shall not, without the prior written consent of an Indemnified Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not such Indemnified Party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding. Each Indemnified Party shall not enter into a settlement of or consent to the entry of any judgment with respect to any action, claim, suit or proceeding as to which an Indemnified Party would be entitled to indemnification hereunder without the prior written consent of Borrower. The provisions of and undertakings and indemnification set forth in this Section 5.1(d) shall survive the satisfaction and payment of the Indebtedness and termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesAgreement.

General Indemnity. Each Credit Party expressly declares Mortgagor agrees that while Mortgagee has no liability to any Person in tort or otherwise as lender and agrees as follows: that while Mortgagee is not an owner or operator of the Property, Mortgagor shall, at its sole cost and expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Secured Obligations, the Property (or any portion thereof), the Loan, or the Loan Documents, any and all claims for brokerage, leasing, finders or similar fees that may be made relating to the Property and the Secured Obligations, or the exercise by Mortgagee of any rights or remedies granted to Mortgagee pursuant to this Mortgage, the other Loan Documents or applicable law; provided, however, that the foregoing shall not apply (a) to any Losses caused by the Agent and each gross negligence or willful misconduct of the LendersIndemnified Parties or (b) to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Mortgagor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, their respective suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property), costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Mortgagee, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, officersshareholders, employeespartners, members, employees and trustees of any of the foregoing, and agents(e) the heirs, and all of their respective legal representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment each of the Facility; and foregoing. THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES THAT IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (bAND/OR ANY OTHER) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesINDEMNIFIED PARTY OR ANY STRICT LIABILITY.

General Indemnity. Each Credit Party expressly declares Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and agrees as follows: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, out-of-pocket expenses, damages including Lender’s Expenses and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred of counsel for Lender from time to time arising in connection with the enforcement or collection of this indemnitysums due under the Loan Documents, which and in connection with any amendment or modification of the Agent Loan Documents or any “work-out” in connection with the Lenders Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may suffer be incurred or incursuffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), whether at law fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or in equityloss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), in or bodily injury to or death of any way caused by person (including any agent or arisingemployee of Borrower) (each, a “Claim”), directly or indirectlyindirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, in respect the falsity of any act, deed, matter representation or thing whatsoever made, done, acquiesced in warranty of Borrower or omitted in Borrower’s failure to comply with the terms of this Agreement or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of securityother Loan Document. The foregoing provisions indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of this subsection do not apply equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to the extent that the Agent or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement Agreement. Upon Lender’s written demand, Borrower shall assume and repayment diligently conduct, at its sole cost and expense, the entire defense of the Facility; and (b) the Agent Lender, each of its members, partners, and the Lenders may act each of their respective, agents, employees, directors, officers, equity holders, successors and rely and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesunreasonably withheld.

General Indemnity. Each Credit Party expressly declares Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and agrees as follows: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, out-of-pocket expenses, damages including Lender’s Expenses and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred of counsel for Lender from time to time arising in connection with the enforcement or collection of this indemnitysums due under the Loan Documents, which and in connection with any amendment or modification of the Agent Loan Documents or any “work-out” in connection with the Lenders Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may suffer be incurred or incursuffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), whether at law fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or in equityloss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), in or bodily injury to or death of any way caused by person (including any agent or arisingemployee of Borrower) (each, a “Claim”), directly or indirectlyindirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, in respect the falsity of any act, deed, matter representation or thing whatsoever made, done, acquiesced in warranty of Borrower or omitted in Borrower’s failure to comply with the terms of this Agreement or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of securityother Loan Document. The foregoing provisions indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of this subsection do not apply equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to the extent that the Agent or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct or any Claim arising from (i) Lender’s disposition of any Collateral which was still a work-in-process at the time Lender took control of such Collateral, or its respective employees (ii) any Collateral altered after Lender took control of such Collateral. Such indemnities shall continue in full force and effect, notwithstanding the expiration or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement Agreement. Upon Lender’s written demand, Borrower shall assume and repayment diligently conduct, at its sole cost and expense, the entire defense of Lender, each of its partners, and each of their respective, agents, employees, directors, officers, shareholders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be unreasonably withheld; provided, that Borrower may settle Claims which require the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolutionpayment of monetary damages only, certificate, statement, instrument, opinion, report, notice, request, without Lender’s consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf so long as Borrower obtains a general release of the proper party or partiesall claims against Lender.

General Indemnity. Each Credit Party expressly declares The Company will indemnify and agrees as follows: hold harmless the Indemnitee and the respective heirs, executors, administrators and other legal representatives of the Indemnitee (a) the Agent and each of which is included in any reference hereinafter made to the Lenders“Indemnitee”) against and from all liabilities, their respective directorslosses, officersdamages, employeescosts, fees, charges, disbursements, fines, penalties and agentsexpenses whatsoever regardless of when they arose and howsoever arising (including, without limiting the generality of the foregoing, all fees, charges and disbursements for the services of any experts, all legal fees, charges and disbursements on an as between a solicitor and his own client basis and any amount paid to settle any actions or satisfy any judgments) (any and all of their respective representatives, successors and assigns (collectively the foregoing being hereinafter referred to as “Indemnified PartiesLiabilities”) will at all times be indemnified and saved harmless by which the Borrower from and against all claimsIndemnitee may sustain, demands, losses, actions, causes pay or incur as a result of or in connection with any manner of action, costssuit, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expenseproceeding, claim, proceedingdemand, judgment order or liability described in Section 11.2 investigation (whether civil, criminal, administrative or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)otherwise, including, without limitationlimiting the generality of the foregoing, those arising out any and all appeals and whether made by any person, firm, corporation, government, or by any governmental department, body, commission, board, bureau, agency or instrumentality including the Crown in any of its capacities) (any and all of the foregoing being hereinafter referred to as an “Action”) to which the Indemnitee is made or related threatened to actions be made a party for or in respect to any act done or step taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and alleged to have been signeddone or taken, sent or presented by not done or on behalf taken or alleged not to have been done or taken, in the course of or arising from carrying out or conducting the Indemnitee’s duties as, or the fact that the Indemnitee is or was, a director or officer of the proper party Company or partiesa director or officer of any affiliate of the Company.

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) The Borrower hereby covenants with the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will Lender that it shall at all times be hereafter keep the Agent and such Lender indemnified and saved held harmless by the Borrower from and against all claimssuits (whether founded or unfounded), demandsactions, proceedings, judgments, demands or claims instituted or made against the Agent or such Lender, and all costs, losses, actions, causes of action, costs, charges, expensesliabilities, damages and liabilities whatsoever arising in connection with this Agreement expenses (including all reasonable legal fees on a solicitor and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken his own client basis) incurred by the Agent or such Lender in any way relating to, arising out of, or incidental to (a) any provision of the Lenders contemplated herebyLoan Documents, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which (b) any Environmental Laws applying to the Agent or such Lender as a result of it being a party to or performing its obligations under any Loan Document or (c) any default by the Lenders may suffer or incur, whether at law or in equity, in Borrower under any way caused by or arising, directly or indirectly, in respect provision of any actof the Loan Documents. If and for so long as no Event of Default has occurred and is continuing, deedthe Borrower, matter at its option, shall be entitled to conduct the defence of such suit, action or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to proceeding with the execution participation of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or such Lender should they so desire. If the defence of any Lendersuch suit, action or its respective employees proceeding is not being conducted in a proper or agents were grossly negligent diligent manner by the Borrower, the Agent or acted such Lender shall on notice to the Borrower (and for the account of the Borrower) be entitled to take over the conduct of the defence of such suit, action or proceeding with wilful misconduct in relation to their obligations hereunderthe participation of the Borrower should it so desire. This indemnity shall extend to the officers, directors, employees, agents, shareholders and assignees of the Agent and each Lender and shall survive the termination of this Agreement but shall not apply to any suits, actions, proceedings, judgments, demands or claims or costs, losses, liabilities, damages and repayment expenses resulting from or attributable to the willful misconduct or gross negligence of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon or any resolutionLender or any officers, certificatedirectors, statementemployees, instrumentagents, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile shareholders or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesassignees thereof.

General Indemnity. Each Credit Party expressly declares Subject to section 4 hereof, the Indemnitor agrees to indemnify and agrees as followssave the Indemnitee harmless from and against: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, any and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, fees, damages or liabilities, regardless of when they arose and liabilities whatsoever howsoever arising and whether arising in law or in equity or under statute, regulation or governmental ordinance of any jurisdiction, common law or otherwise (including legal or other professional fees), and whether incurred alone or jointly with others, which the Indemnitee may suffer, sustain, incur or be required to pay arising out of, in connection with this Agreement and the other Facility Documents (except or incidental to any lossaction, expensesuit, claimdemand, proceeding, judgment investigation or liability described in Section 11.2 claim which may be brought, commenced, made, prosecuted or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes threatened against the Indemnitee (any of the same hereinafter being referred to as a "Claim") for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever done, made, done, acquiesced in or omitted in or about permitted or in relation respect of any omission to the execution of its duties as Agent do, make or Lender and including permit any act, deed, matter or thing whatsoever required or desirable to do, make or permit, by the Indemnitee arising out of, in connection with or incidental to the management, operations, activities or affairs of the Indemnitor or the exercise by the Indemnitee of his powers or the performance of his duties as a director of the Indemnitor, whether sustained or incurred by reason of his negligence, default, breach of duty, failure to exercise due diligence or otherwise in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; andIndemnitor; (b) any and all costs, charges, expenses, fees, damages or liabilities which the Agent Indemnitee may suffer, sustain or incur or be required to pay in connection with investigating, initiating, defending, preparing for, providing evidence in, instructing and receiving the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile advice of his own or other paper counsel, or electronic document believed any amount paid to satisfy any judgment made, fine imposed, damages or costs or any amount paid or liability incurred by it the Indemnitee to be genuine settle any Claim, or any amount of tax assessed against the Indemnitee in respect of any indemnity under this Agreement; (c) that to the extent not satisfied, paid or reimbursed by the Indemnitor, the Indemnitor shall pay or reimburse the Indemnitee for any and all costs, charges, expenses, fees or liabilities the Indemnitee sustains, incurs or is required to have been signedpay in or in relation to the management, sent operations, activities or presented by or on behalf affairs of the proper party Indemnitor in the Indemnitee's capacity as a director of the Indemnitor, whether or partiesnot incurred in connection with any Claim.

General Indemnity. Each Credit Party expressly declares Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and agrees as follows: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, out-of-pocket expenses, damages including Lender’s Expenses and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred of counsel for Lender from time to time arising in connection with the enforcement or collection of this indemnitysums due under the Loan Documents, which and in connection with any amendment or modification of the Agent Loan Documents or any “work-out” in connection with the Lenders Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may suffer be incurred or incursuffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), whether at law fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or in equityloss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), in or bodily injury to or death of any way caused by person (including any agent or arisingemployee of Borrower) (each, a “Claim”), directly or indirectlyindirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, in respect the falsity of any act, deed, matter representation or thing whatsoever made, done, acquiesced in warranty of Borrower or omitted in Borrower’s failure to comply with the terms of this Agreement or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of securityother Loan Document. The foregoing provisions indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of this subsection do not apply equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to the extent that the Agent or arising under any Account Control Agreement or any LenderLandlord Agreement; provided, however, Borrower shall not indemnify any Indemnified Person for any liability incurred by such Indemnified Person as a direct and sole result of such Indemnified Person’s gross negligence or its respective employees willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement Agreement. Upon Lender’s written demand, Borrower shall assume and repayment diligently conduct, at its sole cost and expense, the entire defense of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolutionLender, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.its members,

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) the Agent Lessee shall indemnify Lessor and each of the Lendersany Assignee (as hereinafter defined), and their respective directorsagents and servants, officers, employeesagainst, and agentsagrees to defend, protect, save and keep them harmless from, any and all of their respective representativesliabilities, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demandsobligations, losses, damages, penalties, claims, actions, causes of actionsuits, costs, chargesexpenses and disbursements, expensesincluding attorneys' fees and expenses and costs for customs, damages completion, performance and liabilities appeal bonds, of whatsoever arising in connection with this Agreement kind and the other Facility Documents nature (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out for negligence, tort liability, damages by reason of strict or related to actions taken absolute liability, punitive damages, and indirect and consequential damages, but excluding any such amounts imposed or omitted to be taken incurred as a result of Lessor's gross negligence or willful misconduct), imposed on or incurred by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equityassessed against Lessor and/or any Assignee, in any way caused relating to or arising out of (i) the failure of Lessee to provide or obtain any certificates, documents, consents, authorizations, clearances, licenses, permits or instruments required hereunder or under any of the other Transactional Documents, or (ii) the ordering, construction, installation, delivery, testing, ownership, lease, possession, use, maintenance, operation, control, movement, import, export, shipment, condition, or return of the Equipment (including but not limited to latent and other defects, whether or not discoverable by Lessor or arisingLessee, directly and any claim for patent, trademark, copyright, software or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation other intellectual property infringement) until such time as the Equipment shall have been returned to Lessor pursuant to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply Lease or until the Equipment shall have been purchased by Lessee pursuant to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination purchase option provisions of this Agreement and repayment of the Facility; andLease. (b) The obligations of Lessee under this Section shall survive the Agent payment of all known obligations under and any expiration, termination, rescission or cancellation of this Lease, and are expressly made for the Lenders may act and rely benefit of and shall be protected in acting enforceable by Lessor, its successors and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesAssignee.

General Indemnity. Each Credit Party expressly declares Borrower agrees upon demand to pay or reimburse Lenders for all liabilities, obligations and agrees as follows: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, out-of-pocket expenses, damages including Lenders’ Expenses and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred of counsel for Lenders from time to time arising in connection with the enforcement or collection of this indemnitysums due under the Loan Documents, which and in connection with any amendment or modification of the Agent Loan Documents or any “work-out” in connection with the Lenders Loan Documents. Borrower shall indemnify, reimburse and hold Lenders, and each of their respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may suffer be incurred or incursuffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), whether at law fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or in equityloss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), in or bodily injury to or death of any way caused by person (including any agent or arisingemployee of Borrower) (each, a “Claim”), directly or indirectlyindirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, in respect the falsity of any act, deed, matter representation or thing whatsoever made, done, acquiesced in warranty of Borrower or omitted in Borrower’s failure to comply with the terms of this Agreement or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of securityother Loan Document. The foregoing provisions indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of this subsection do not apply equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to the extent that the Agent or arising under any Account Control Agreement or any LenderLandlord Agreement; provided, however, Borrower shall not indemnify any Indemnified Person for any liability incurred by such Indemnified Person as a direct and sole result of such Indemnified Person’s gross negligence or its respective employees willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement Agreement. Upon Lenders’ written demand, Borrower shall assume and repayment diligently conduct, at its sole cost and expense, the entire defense of the Facility; and (b) the Agent each Lender, each of its members, partners, and the each of their respective, agents, employees, directors, officers, equity holders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lenders may act and rely and without first obtaining Lenders’ written consent thereto, which consent shall not be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesunreasonably withheld.

General Indemnity. Each Credit Party expressly declares Subject to Section 8.3, from and agrees as followsafter the Closing: (a) the Agent Seller hereby agrees to indemnify, defend and each of hold harmless the LendersBuyer and its Affiliates and its and their directors, their respective directorsmanagers, trustees, officers, employees, agents and agents, and all of their respective representatives, successors and assigns employees (collectively the “Buyer Indemnified Parties”) will at from, against and in respect of all times be indemnified and saved harmless Losses suffered or incurred by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and Buyer Indemnified Parties to the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those extent arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in resulting from (i) (x) any way caused by or arising, directly or indirectly, in respect breach of any actof the representations or warranties (in each case, deedwhen made) of the Seller in this Agreement, matter or thing whatsoever made(y) any breach of any of the covenants or agreements of the Seller in this Agreement; provided, donehowever, acquiesced in or omitted in or about or in relation that the foregoing clause (i) shall exclude any indemnification to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply Buyer Indemnified Party solely to the extent (1) that it has the Agent effect of imposing on the Seller any liability to make payments of or in lieu of the Royalty because of any Credit Event, (2) that it results from the failure of Licensee to perform any of its obligations under the License Agreement, unless directly resulting from the breach or default by the Seller of or under the License Agreement or this Agreement, (3) resulting from the gross negligence, willful misconduct, or fraud of any Buyer Indemnified Party, or (4) resulting from acts or omissions of the Seller or any Lenderof its Affiliates solely based upon, and in conformity with, the Buyer’s express written instructions; or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive (ii) the termination of this Agreement and repayment matter set forth on Schedule 4.9(a)(ii) of the Facility; andDisclosure Schedule and any Losses related to such matter. (b) the Agent Buyer hereby agrees to indemnify, defend and hold harmless the Lenders may act Seller and rely its Affiliates and shall be protected its and their directors, officers, agents and employees (the “Seller Indemnified Parties”) from, against and in acting and relying upon respect of all Losses suffered or incurred by the Seller Indemnified Parties to the extent arising out of or resulting from (i) any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf breach of any of the proper party representations or partieswarranties (in each case, when made) of the Buyer in this Agreement or (ii) any breach of any of the covenants or agreements of the Buyer in this Agreement; provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party solely to the extent (y) resulting from the gross negligence, willful misconduct, or fraud of any Seller Indemnified Party, or (z) resulting from acts or omissions of the Buyer or any of its Affiliates solely based upon, and in conformity with, the Seller’s express written instructions.

General Indemnity. Each Credit Party expressly declares The Borrower agrees to (and agrees as follows: to cause the other Loan Parties to) defend (a) the Agent with counsel satisfactory to Lender), protect, indemnify and hold harmless Lender, and each of the Lendersits Affiliates, their and Subsidiaries, and its respective officers, directors, officers, employees, legal counsel and agents, and all of their respective representatives, successors and assigns agents (collectively the each an “Indemnified PartiesParty”) will at all times be indemnified and saved harmless by the Borrower from and against any and all claims, demandsobligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, costs, chargesexpenses and disbursements of any kind or nature (including, expenseswithout limitation, damages the disbursements and liabilities whatsoever arising the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with this Agreement any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, “Losses”) which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and the other Facility Documents (except whether based on any lossfederal, expenseprovincial, claim, proceeding, judgment state or liability described in Section 11.2 local laws or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)regulations, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated herebysecurities, reasonable legal fees environmental and disbursements on a solicitor commercial laws and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnityregulations, which the Agent or the Lenders may suffer or incur, whether at under common law or in equity, or based on contract or otherwise) in any way caused by manner relating to or arisingarising out of this Agreement or any other Loan Document, directly or indirectly, in respect of any act, deedevent or transaction related or attendant thereto, matter the making and/or the management of the Loan or thing whatsoever madethe use or intended use of the proceeds of the Loan; provided, done, acquiesced in or omitted in or about or in relation however that the Borrower shall have no obligation hereunder to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply Indemnified Party to the extent that such Losses were caused by or resulted from the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in relation the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to their obligations hereunderthe maximum extent permitted by Applicable Law. This Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Obligations and be secured by the Collateral. The provisions of this Section 12.1 shall survive the satisfaction and payment of all Obligations and the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesAgreement.

General Indemnity. Each Credit Party expressly declares Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and agrees as follows: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, out-of-pocket expenses, damages including Lender’s Expenses and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred of counsel for Lender from time to time arising in connection with the enforcement or collection of this indemnitysums due under the Loan Documents, which and in connection with any amendment or modification of the Agent Loan Documents or any “work-out” in connection with the Lenders Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may suffer be incurred or incursuffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), whether at law fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or in equityloss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), in or bodily injury to or death of any way caused by person (including any agent or arisingemployee of Borrower) (each, a “Claim”), directly or indirectlyindirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, in respect the falsity of any act, deed, matter representation or thing whatsoever made, done, acquiesced in warranty of Borrower or omitted in Borrower’s failure to comply with the terms of this Agreement or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of securityother Loan Document. The foregoing provisions indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of this subsection do not apply equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to the extent that the Agent or arising under any Account Control Agreement or any Landlord Agreement; provided, however. Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender, ’s gross negligence or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunderwillful misconduct. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.Such

General Indemnity. Each Credit Party expressly declares Obligor shall jointly and agrees severally indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all actual out-of-pocket losses, claims, damages, liabilities and documented expenses, including the fees, charges and disbursements of any counsel for any Indemnitee (but limited, in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of external counsel to the Indemnitees, and if necessary, local counsel in any relevant jurisdiction to all affected Indemnitees taken as follows: a whole, and solely, in the event of a conflict of interest, additional counsel (aand, if necessary, local counsel in each relevant jurisdiction) to each group of similarly situated affected Indemnitees, taken as a whole), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the Agent and each execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Lenders, their respective directors, officers, employees, and agents, and all performance by the parties hereto of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment obligations hereunder or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent thereunder or the Lenders consummation of the Transactions or any other transactions contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with (ii) the enforcement of this indemnity, which the Agent Term Loan or the Lenders may suffer use of the proceeds therefrom, (iii) any actual or incuralleged presence or release of Hazardous Materials on or from any property owned or operated by Holdings or any of its Subsidiaries, whether at law or in equity, any Environmental Liability related in any way caused by to Holdings or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation, arbitration or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation, arbitration or proceeding is brought by Holdings or any other Obligor or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as Agent or Lender and including to any actIndemnitee, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply be available to the extent that such losses, claims, damages, liabilities or related expenses (a) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (b) result from a claim brought by any Borrower or any other Obligor against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or other Obligor has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (c) result from a claim not involving an act or omission of any Obligor or any of its Affiliates and that is brought by an Indemnitee against another Indemnitee (other than the Agent acting in its capacity as such) or (d) result from any Erroneous Payment so long as Obligors are otherwise in compliance with Section 8.6(h). Notwithstanding anything to the contrary in any of the Loan Documents, the obligations of Holdings and each other Obligor with respect to each indemnity given by it in this Agreement or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity of the other Loan Documents shall survive the termination of this Agreement and repayment payment in full of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesObligations.

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) The Company will at all times be indemnified protect, indemnify and saved save harmless by the Borrower Collateral Agent, each holder and each of their respective officers, directors, employees, agents and representatives (referred too herein as the “Indemnitees”) from and against all liabilities, obligations, claims, demandsjudgments, damages, penalties, fines, assessments, losses, actionsindemnities, contributions, causes of action, costs, charges, expenses, damages costs and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents expenses (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out the fees and expenses of attorneys, auditors and consultants) imposed upon or related incurred by or asserted against the Indemnitees on account of (a) any failure of the Company or any Subsidiary or any employee or agent of any thereof to actions taken comply with any of the terms, covenants, obligations or prohibitions of this Agreement or any other Transaction Document, (b) any breach of any representation or warranty of the Company or any Subsidiary set forth in this Agreement or in any other Transaction Document or any certificate delivered by the Company or any Subsidiary pursuant hereto or thereto, or any claim that any statement, representation or warranty of the Company or any Subsidiary in any of the foregoing documents contains or contained any untrue or misleading statement of material fact or omits or omitted to be taken by state any material facts necessary to make the Agent statements made therein not misleading in light of the circumstances under which they were made, (c) any action, suit, claim, proceeding or the Lenders contemplated herebyinvestigation of a judicial, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred legislative, administrative or regulatory nature arising from or in connection with the enforcement of this indemnityCollateral, which including without limitation (1) the Agent presence, escape, seepage, leakage, discharge, emission, release, removal or the Lenders may suffer threatened release, or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect disposal of any actHazardous Materials and (2) any violation of any law, deedordinance or governmental rules or regulations including without limitation any Environmental Law, matter (d) any suit, action, administrative proceeding, enforcement action, or thing governmental or private action of any kind whatsoever madecommenced against the Company, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent Subsidiary or any Lender, Indemnitee which might adversely affect the validity or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination enforceability of this Agreement and repayment or any other Transaction Document or the performance by the Company or any Subsidiary of any of its obligations hereunder or thereunder or (e) any loss or damage to property or any injury to or death of any Person that may be occasioned by any cause whatsoever pertaining to any Collateral or the Facility; and (b) the Agent and the Lenders may act and rely use thereof, and shall be protected further indemnify and save harmless the Indemnitees from and against (1) all amounts paid in acting settlement of any litigation commenced or reasonably threatened against any Indemnitee that falls within the scope of clauses (a) through (e) above, and relying upon (2) all expenses reasonably incurred in the investigation of, preparation for or defense of any resolutionlitigation, certificateproceeding or investigation of any nature whatsoever that falls within the scope of clauses (a) through (e) above, statementcommenced or reasonably threatened against the Company, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile any Subsidiary or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesany Indemnitee.

General Indemnity. Each Credit Party expressly declares Lessee shall indemnify and agrees as follows: (a) the Agent save harmless Lessor, its affiliates, its successors and each of the Lendersassigns, their respective directors, officersofficers and employees (each, employeesan "Indemnitee"), and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against any and all losses, claims (including. without limitation, claims involving strict or absolute liability in tort, damage, injury, death, liability and third party claims), suits, demands, losses, actions, causes costs and expenses of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents every nature (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those reasonable attorneys' fees) arising out of directly or related to actions taken indirectly from or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement possession, maintenance, condition, storage,use, operation or return of the Aircraft under this indemnityLease (each, which a "Claim"); provided, that the Agent or the Lenders may suffer or incur, whether at law or in equity, in foregoing indemnity shall not extend to an Indemnitee with respect to any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply Claim to the extent that such Claim is directly related to one or more of the Agent following: (1) any breach of any representation or warranty by Lessor hereunder, or (2) the failure by Lessor to perform or observe any of its agreements, covenants or conditions herein, or (3) the willful misconduct or the gross negligence of any Indemnitee, or (4) the offer, sale or other disposition (voluntary or involuntary) of all or any Lenderpart of Lessor's interest in the Aircraft or any part thereof, or its respective employees (5) any tax, fee, Charge, or agents were grossly negligent assessment or acted (6) except to the extent fairly attributable to the Lease Term, acts or events occurring, or circumstances or conditions existing, prior to, or after expiration or termination of, the Lease Term or actions taken (or required to be taken and not taken) prior to, or after expiration or termination of, the Lease Term or (7) any amount which Lessor expressly agrees to pay hereunder or any amount which is expressly stated to be a Claim that is not reimbursable by Lessee hereunder, or (8) any amounts relating to the deregistration with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment FAA of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf Aircraft as a result of the proper party Lessor not being a Citizen of the United States. Lessee shall, upon request of Lessor, defend any actions based on or partiesarising out of any of the Claims that Lessee is responsible for. Lessor shall not pay or settle any Claim without the prior written consent of Lessee, which shall not be unreasonably withheld or delayed, or conditioned (except on contest).

General Indemnity. Each Credit Party expressly declares Subject to the provisions of SECTIONS 13.4 AND 13.5, and whether or not any of the transactions contemplated hereby shall be consummated, the Indemnity Provider hereby assumes liability for and agrees as follows: (a) the Agent to defend, indemnify and hold harmless each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower Person on an After Tax Basis from and against all claimsany Claims which may be imposed on, demandsincurred by or asserted against an Indemnified Person by any other Person (but not to the extent such Claims arise from the gross negligence or willful misconduct of such Indemnified Person) in any way relating to or arising, lossesor alleged (by any Person asserting such a Claim against an Indemnified Person) to arise, actionsout of the execution, causes of actiondelivery, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment performance or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections enforcement of this Agreement), the Lease, any other Operative Agreement or on or with respect to any Property or any part thereof, including, without limitation, those Claims in any way relating to or arising or alleged to arise out of (a) the financing, refinancing, purchase, acceptance, rejection, ownership, design, construction, refurbishment, development, delivery, acceptance, nondelivery, leasing, subleasing, possession, use, operation, maintenance, repair, modification, transportation, condition, sale, return, repossession (whether by summary proceedings or related otherwise), or any other disposition of a Property, or any part thereof, including the acquisition, holding or disposition of any interest in any Property, lease or agreement comprising a portion of any thereof; (b) any latent or other defect in any property whether or not discoverable by an Indemnified Person or the Indemnity Provider; (c) any Environmental Claim, any violation of Environmental Laws, or any other loss of or damage to actions taken any property or omitted the environment relating to be taken any Property, the Lease, the Agency Agreement or the Indemnity Provider; (d) the Operative Agreements, or any transaction contemplated thereby; (e) any breach by the Construction Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on Lessee of any of its representations or warranties under the Operative Agreements to which it is a solicitor and client basis and reasonable costs and expenses incurred in connection with party or failure by the enforcement of this indemnity, which the Construction Agent or the Lenders may suffer Lessee to perform or incur, whether at law observe any covenant or in equity, in agreement to be performed by it under any way caused of the Operative Agreements; (f) the transactions contemplated hereby or by or arising, directly or indirectlyany other Operative Agreement, in respect of the application of Parts 4 and 5 of Subtitle B of Title I of ERISA; (g) any actpersonal injury, deeddeath or property damage, matter including without limitation Claims based on strict or thing whatsoever absolute liability in tort; (h) any easement, right, agreement or document referred to in SECTION 10.5 of this Agreement; or (i) any Lien on any Property (other than Liens created by the Operative Agreements). If a written Claim is made against any Indemnified Person or if any proceeding shall be commenced against such Indemnified Person (including a written notice of such proceeding) for any Claim, such Indemnified Person shall promptly notify the Indemnity Provider in writing and shall not take action with respect to such Claim without the consent of the Indemnity Provider for thirty (30) days after the receipt of such notice by the Indemnity Provider; PROVIDED, HOWEVER, that, in the case of any such Claim, if action shall be required by law or regulation to be taken prior to the end of such 30-day period, such Indemnified Person shall endeavor, in such notice to the Indemnity Provider, to inform the Indemnity Provider of such shorter period, and no action shall be taken with respect to such Claim without the consent of the Indemnity Provider before seven (7) days before the end of such shorter period; PROVIDED, FURTHER, that the failure of such Indemnified Person to give the notices referred to in this sentence shall not diminish the Indemnity Provider's obligation hereunder except to the extent such failure materially precludes the Indemnity Provider from contesting such Claim. If, within thirty (30) days of receipt of such notice from the Indemnified Person (or such shorter period as the Indemnified Person has notified the Indemnity Provider is required by law or regulation for the Indemnified Person to respond to such Claim), the Indemnity Provider shall request in writing that such Indemnified Person respond to such Claim, the Indemnified Person shall, at the expense of the Indemnity Provider, in good faith conduct and control such action (including, without limitation by pursuit of appeals) (provided, however, that (A) if such Claim can be pursued by the Indemnity Provider on behalf of or in the name of such Indemnified Person, the Indemnified Person, at the Indemnity Provider's request, shall allow the Indemnity Provider to conduct and control the response to such Claim and (B) in the case of any Claim, the Indemnified Person may request the Indemnity Provider to conduct and control the response to such Claim (with counsel to be selected by the Indemnity Provider and consented to by such Indemnified Person, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that any Indemnified Person may retain separate counsel at the expense of the Indemnity Provider in the event of a conflict)) by, in the sole discretion of the Person conducting and controlling the response to such Claim, (1) resisting payment thereof, (2) not paying the same except under protest, if protest is necessary and proper, (3) if the payment be made, doneusing reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, acquiesced or (4) taking such other action as is reasonably requested by the Indemnity Provider from time to time. The party controlling the response to any Claim shall consult in or omitted in or about or in relation good faith with the non-controlling party and shall keep the non-controlling party reasonably informed as to the execution conduct of its duties as Agent the response to such Claim; PROVIDED, that all decisions ultimately shall be made in the discretion of the controlling party, except that the Indemnity Provider may not agree to any dismissal or Lender and including settlement of, or other agreement in connection with, any actclaim without the prior written consent of such Indemnified Person, deedif such dismissal, matter settlement or thing in relation agreement would require any admission or acknowledgment of any culpability or wrongdoing by such Indemnified Person or provide for any nonmonetary relief to be performed by such Indemnified Person. The parties agree that an Indemnified Person may at any time decline to take further action with respect to the registrationresponse to such Claim and may settle such Claim if such Indemnified Person shall waive its rights to any indemnity from the Indemnity Provider that otherwise would be payable in respect of such Claim (and any future Claim, perfection, release the pursuit of which is precluded by reason of such resolution of such Claim) and shall pay to the Indemnity Provider any amount previously paid or discharge advanced by the Indemnity Provider pursuant to this SECTION 13.1 by way of securityindemnification or advance for the payment of any amount regarding such Claim other than expenses of the action relating to such Claim. The Notwithstanding the foregoing provisions of this subsection do SECTION 13.1, an Indemnified Person shall not apply be required to take any action and no Indemnity Provider shall be permitted to respond to any Claim in its own name or that of the Indemnified Person unless (A) the Indemnity Provider shall have agreed to pay and shall pay to such Indemnified Person on demand and on an After Tax Basis all reasonable costs, losses and expenses that such Indemnified Person actually incurs in connection with such Claim, including, without limitation, all reasonable legal, accounting and investigatory fees and disbursements, (B) the Indemnified Person shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of any Property, or any part thereof or interest therein, will not interfere with the payment of Rent, and will not result in risk of criminal liability, (C) if such Claim shall involve the payment of any amount prior to the extent resolution of such Claim, the Indemnity Provider shall provide to the Indemnified Person an interest-free advance in an amount equal to the amount that the Agent Indemnified Person is required to pay (with no additional net after-tax cost to such Indemnified Person), (D) in the case of a Claim that must be pursued in the name of an Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have provided to such Indemnified Person an opinion of independent counsel selected by the Indemnified Person and reasonably satisfactory to the Indemnity Provider stating that a reasonable basis exists to contest such Claim, (E) such claim is covered by insurance and (F) no Event of Default shall have occurred and be continuing. In addition, an Indemnified Person shall not be required to contest any Lender, Claim in its name (or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to their obligations hereunder. This indemnity shall survive the termination contest provisions of this Agreement and repayment of the Facility; and SECTION 13.1, unless there shall have been a change in law (bor interpretation thereof) the Agent and the Lenders may act Indemnified Person shall have received, at the Indemnity Provider's expense, an opinion of independent counsel selected by the Indemnified Person and rely and shall be protected reasonably acceptable to the Indemnity Provider stating that as a result of such change in acting and relying upon any resolutionlaw (or interpretation thereof), certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of is more likely than not that the proper party or partiesIndemnified Person will prevail in such contest.

General Indemnity. Each Credit Party expressly declares Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and agrees as follows: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, out-of-pocket expenses, damages including Lender's Expenses and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred of counsel for Lender from time to time arising in connection with the enforcement or collection of this indemnitysums due under the Loan Documents, which and in connection with any amendment or modification of the Agent Loan Documents or any "work-out" in connection with the Lenders Loan Documents. Borrower shall indemnify, reimburse and hold the Lender, and its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an "Indemnified Person") harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may suffer be incurred or incursuffered by such Indemnified Person in connection therewith (including reasonable attorneys' fees and expenses), whether at law fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or in equityloss of use of property (including consequential or special damages to third parties or damages to Borrower's property), in or bodily injury to or death of any way caused by person (including any agent or arisingemployee of Borrower) (each, a "Claim"), directly or indirectlyindirectly relating to or arising out of the use of the proceeds of the Loan or otherwise, in respect the falsity of any act, deed, matter representation or thing whatsoever made, done, acquiesced in warranty of Borrower or omitted in Borrower's failure to comply with the terms of this Agreement or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of securityother Loan Document. The foregoing provisions indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of this subsection do not apply equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to the extent that the Agent or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not indemnify Lender for any liability incurred by such Lender as a direct and sole result of Lender's gross negligence or willful misconduct, as applicable. Such indemnities shall continue in full force and effect, notwithstanding the expiration or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement Agreement. Upon Lender's written demand, Borrower shall assume and repayment diligently conduct, at its sole cost and expense, the entire defense of the Facility; and (b) the Agent Lender, its partners, and the Lenders may act its respective, agents, employees, directors, officers, shareholders, successors and rely and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender's written consent thereto, which consent shall not be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesunreasonably withheld.

General Indemnity. Each Credit Party expressly declares Subject to section 4 hereof, the Indemnitor agrees to indemnify and agrees as followssave the Indemnitee harmless from and against: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, any and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, fees, damages or liabilities, regardless of when they arose and liabilities whatsoever howsoever arising and whether arising in law or in equity or under statute, regulation or governmental ordinance of any jurisdiction, common law or otherwise (including legal or other professional fees), and whether incurred alone or jointly with others, which the Indemnitee may suffer, sustain, incur or be required to pay arising out of, in connection with this Agreement and the other Facility Documents (except or incidental to any lossaction, expensesuit, claimdemand, proceeding, judgment investigation or liability described in Section 11.2 claim which may be brought, commenced, made, prosecuted or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes threatened against the Indemnitee (any of the same hereinafter being referred to as a "Claim") for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever done, made, done, acquiesced in or omitted in or about permitted or in relation respect of any omission to the execution of its duties as Agent do, make or Lender and including permit any act, deed, matter or thing whatsoever required or desirable to do, make or permit, by the Indemnitee arising out of, in connection with or incidental to the management, operations, activities or affairs of the Indemnitor or the exercise by the Indemnitee of his powers or the performance of his duties as an officer of the Indemnitor, whether sustained or incurred by reason of his negligence, default, breach of duty, failure to exercise due diligence or otherwise in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; andIndemnitor; (b) any and all costs, charges, expenses, fees, damages or liabilities which the Agent Indemnitee may suffer, sustain or incur or be required to pay in connection with investigating, initiating, defending, preparing for, providing evidence in, instructing and receiving the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile advice of his own or other paper counsel, or electronic document believed any amount paid to satisfy any judgment made, fine imposed, damages or costs or any amount paid or liability incurred by it the Indemnitee to be genuine settle any Claim, or any amount of tax assessed against the Indemnitee in respect of any indemnity under this Agreement; (c) that to the extent not satisfied, paid or reimbursed by the Indemnitor, the Indemnitor shall pay or reimburse the Indemnitee for any and all costs, charges, expenses, fees or liabilities the Indemnitee sustains, incurs or is required to have been signedpay in or in relation to the management, sent operations, activities or presented by or on behalf affairs of the proper party Indemnitor in the Indemnitee's capacity as an officer of the Indemnitor, whether or partiesnot incurred in connection with any Claim.

General Indemnity. Each Credit Party expressly declares Genuity and agrees as follows: (a) ▇▇▇▇ Atlantic shall each indemnify, defend ----------------- and hold the Agent other party and each of the Lendersits affiliates, and their respective directorsagents, officersrepresentatives, employees, and agentsdirectors, and all of their respective representatives, successors officers and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, any losses, actionsdamages, causes of actionliabilities, claims or demands (including all costs, charges, expenses, damages expenses and liabilities whatsoever arising attorneys' fees on account thereof or in connection with this Agreement and any investigation or preparation related thereto or the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific enforcement of the indemnification is provided in other sections provisions of this Agreement), including, without limitation, ) that may be made as a result of claims made: (i) by anyone for bodily injuries (including death) to persons or damage to or theft of tangible or intangible property resulting from the indemnifying party's or its agents' intentional and willful misconduct or negligent acts or omissions or those arising out of persons furnished by such party while performing work hereunder pursuant to this Agreement or related in connection with materials furnished by such party pursuant to actions taken this Agreement excluding any claims based on lost data or omitted to be taken information unless such claims are based on intentional and willful misconduct; (ii) by persons furnished by the Agent indemnifying party or any contractors based on employment contract, or federal, state or local laws prohibiting discrimination in employment; (iii) by persons furnished by the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred indemnifying party or any contractors under worker's compensation or similar acts; or (iv) resulting from or in connection with the indemnifying party's or its agents' breach of any applicable law, statute, order, decree, or regulation in performance of its obligations hereunder. In addition, ▇▇▇▇ Atlantic shall indemnify, defend and hold harmless Genuity and its affiliates, and their respective agents, representatives, employees, directors officers and assigns harmless against any losses, damages, liabilities, claims or demands (including all costs, expenses and attorneys' fees on account thereof or in connection with any investigation or preparation related thereto or the enforcement of this indemnityindemnification provision) that may be made by any third party for claims arising from ▇▇▇▇ Atlantic or ▇▇▇▇ Atlantic's End Users' use of the Genuity Services and that are not (i) otherwise subject to indemnification under this Agreement or a Service Schedule, or (ii) proximately caused by the negligent acts or omissions or other willful misconduct of Genuity or its affiliates, or their respective agents, representatives, employees, directors officers or assigns. The indemnified party shall provide written notice to the other party of any written claims or demands against it for which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely other party is responsible hereunder and shall be protected in acting and relying upon entitled, at its option, to assume the defense or settlement of any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiessuch claim.

General Indemnity. Each Credit Party expressly declares Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and agrees as follows: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, out-of-pocket expenses, damages including Lender’s expenses and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this indemnity, which the Agent Note or the Lenders Share Exchange Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may suffer be incurred or incursuffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), whether at law fines, penalties (and other charges of any applicable governmental authority), licensing fees relating to any item of Collateral, damage to or in equityloss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), in or bodily injury to or death of any way caused by person (including any agent or arisingemployee of Borrower) (each, a “Claim”), directly or indirectlyindirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, in respect the falsity of any act, deed, matter representation or thing whatsoever made, done, acquiesced in warranty of Borrower or omitted in Borrower’s failure to comply with the terms of this Note or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of securityShare Exchange Agreement. The foregoing provisions indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of this subsection do not apply to equipment or product included in the extent that Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the Agent presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any LenderHazardous Substances on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any environmental law, or its respective employees (iv) any Claim for negligence or agents were grossly negligent strict or acted with wilful misconduct absolute liability in relation to their obligations hereundertort; provided, however, Borrower shall not indemnify Lender for any liability incurred by Lender as a direct and sole result of Lender’s gross negligence or willful misconduct. This indemnity Such indemnities shall survive continue in full force and effect, notwithstanding the expiration or termination of this Agreement Note. Upon Lender’s written demand, Borrower shall assume and repayment diligently conduct, at its sole cost and expense, the entire defense of the Facility; and (b) the Agent Lender, each of its partners, and the Lenders may act each of their respective, agents, employees, directors, officers, shareholders, successors and rely and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesunreasonably withheld.

General Indemnity. Each Credit Party expressly declares 18.1.1. The Developer shall indemnify and agrees as follows: (a) keep indemnified and other wise hold harmless, the Agent NRDA, its agents and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demandsdemands made against and/or loss caused and/or damages suffered and/or cost, lossescharges/expenses incurred to and/or penalty levied and/or any claim due to injury to or death of any person and/or loss or damage caused or suffered to property owned or belonging to the NRDA, actionsits agents and employees or third party as a result of any acts, causes deeds or thing done or omitted to be done by Developer or as a result of failure on the part of the Developer to perform any of its obligations under this agreement or on the Developer committing breach of any of the terms and conditions of this Agreement or on the failure of the Developer to perform any of its statutory duty and/or obligations or as a consequence of any notice, action, costssuit or proceedings, chargesgiven initiated, expensesfiled or commenced by consignee or owner of goods or vessel owner/agent or its employees or any third party or Government Authority or as a result of any failure or negligence or default of the Developer or its Contractor(s), damages and liabilities whatsoever arising sub-contractor(s) or employees, servants, agents of such Contractor(s), sub- contractor(s) and/or invitees as the case may be, in connection with or arising out of this Agreement and/or arising out of or, in connection with the Developer's use and occupation of NRDA's Asset and/or construction, operation and maintenance of the other Facility Documents Project 18.1.2. Without limiting the generality of Article 18.1 the Developer shall fully indemnify and defend NRDA including its officers, servants and agents (except the "NRDA Indemnified Persons") from and against any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those all loss and damages arising out of or with respect to (a) failure of the Developer to comply with applicable Laws and Approvals, (b) payments of taxes relating to the Developer, Developers, suppliers and representatives, income or other taxes required to be Paid by the Developer without reimbursement hereunder, or (c) non-payment of amounts due as a result of materials or services furnished to the Developer or any of its Contractors which are payable by the Developer or any of its Contractors. 18.1.3. Without limiting the generality of the provisions of this Article 18, the Developer shall fully indemnify, and defend the NRDA Indemnified Persons from and against any and all damages which the NRDA Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Developer or by the Developer's Developers in performing the Developer's obligations or in any way incorporated in or related to actions taken the Project. If in any such suit, claim or omitted proceedings, a temporary restraint order or preliminary injunction is granted, the Developer shall make every reasonable effort, by giving a satisfactory bond or otherwise, to be taken by secure the Agent suspension of the injunction or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equityrestraint order. If, in any way caused by such suit claim or arisingproceedings, directly the Project, or indirectlyany part, thereof or comprised therein is held to constitute an infringement and its use is permanently enjoined, the Developer shall promptly make every reasonable effort to secure for NRDA license, at no cost to the NRDA, authorizing continued use of the infringing work. If the Developer is unable to secure such license within a reasonable time, the Developer shall, at its own expense and without impairing the specifications and standards either replace the affected work, or part, or process thereof with non- infringing work or parts or process, or modify the same so that it becomes non-infringing. 18.1.4. In the event that NRDA receives a claims from a third party in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation which it is entitled to the execution benefit of its duties as Agent an indemnity under this Article 18 ("Indemnified Party") it shall notify the Developer ("Indemnifying Party") within 14 (fourteen) days of receipt of the claim and shall not settle or Lender and including any actpay the claim without the prior approval of the Indemnifying Party, deed, matter such approval not to be unreasonably withheld or thing in relation to delayed. In the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent event that the Agent Indemnifying Party wishes to contest or any Lenderdispute the claim, or its respective employees or agents were grossly negligent or acted with wilful misconduct it may conduct the proceedings in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment name of the Facility; and (b) Indemnified Party subject the Agent and the Lenders may act and rely and shall be protected in acting and relying upon Indemnified Party being secured against any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it costs involved to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesits reasonable satisfaction.

General Indemnity. Each Credit Party expressly declares Notwithstanding the existence of any insurances provided for herein, and agrees as follows: (a) without regard to the Agent policy limits of any such insurances, Lessee shall indemnify and each of the Lendershold Heavy Iron, its affiliates and their respective directors, officers, employees, agents and agentsinsurers (collectively, and all of their respective representatives, successors and assigns (collectively the “"Indemnified Parties”" and individually an "Indemnified Party") will at all times be indemnified and saved harmless by the Borrower from and against any and all claims, demands, losses, actions, causes of actionaction (including, but without limitation, causes of action arising under the law of tort, strict tort, products liability, warranties expressly made or implied by law or otherwise), losses, proceedings, costs, charges, expenses, damages and liabilities whatsoever liabilities, including without limitation, legal fees and disbursements arising in connection out of, connected with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from: (i) the lease, possession, operation, use, repair and/or maintenance, delivery and redelivery of the Equipment herein, (ii) any accident, injury to or death of persons or loss of or damage to property (including, but without limitation, any loss or damage caused to the environment) to property arising out of, connected with, or resulting, directly or indirectly, during the Term from Taxes, other than Taxes imposed on non-Tax claims the Equipment and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out as a result of or related to actions taken arising from the design, manufacture, possession, use, misuse, non-use, condition, maintenance, repair, handling, transportation, operation and/or return of the Equipment, (iii) any taxes, duties, assessments or omitted to be taken by other impositions arising during the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation Term relating to the execution Equipment which are the obligations of its duties as Agent or Lender and including any act, deed, matter or thing in relation Lessee to pay pursuant to the registration, perfection, release or discharge of security. The foregoing applicable provisions of this subsection do not apply Agreement, and/or (iv) any failure on the part of Lessee to perform or comply with any of the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination terms of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and its addendums. Any amounts which become payable by Lessee under this section shall be protected in acting paid within ten (10) days after liability therefor on the part of Lessee is determined by litigation or otherwise, and relying upon if not timely paid, shall bear interest (to the extent permitted by law) at the rate of 18% per annum from the date of such determination to the date of payment. Lessee's liability for a breach of this provision arising during the term hereof or any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile extension thereof shall survive termination or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf expiry of the proper party or partiesthis Agreement.

General Indemnity. Each Credit Party expressly declares In addition to any other indemnifications provided herein, or in the other Operative Agreements, the Company will, at its sole cost and agrees as follows: (a) expense protect, defend, indemnify and save harmless the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower Mortgagee on an after-tax basis from and against all claimsliabilities, losses, damages, demands, lossesclaims, actionsobligations, suits or other proceedings (including, causes of action, litigation and defenses), settlement proceeds, fines, penalties, assessments, citations, directives, judgments, fees, costs, chargesdisbursements or other expenses of any kind or of any nature whatsoever (including, expensesreasonable attorneys’, damages consultants’, and liabilities whatsoever arising experts’ fees and disbursements actually incurred in connection with this Agreement and the other Facility Documents (except investigating, defending, settling or prosecuting any loss, expensedemand, claim, proceedingobligation, judgment suit or liability described in Section 11.2 other similar proceeding (collectively, “Indemnified Liabilities”) (except to the extent caused solely by the gross negligence or resulting from Taxeswillful misconduct of the Mortgagee) which may be imposed on, other than Taxes imposed incurred by or asserted or awarded against the Mortgagee because of (i) ownership of the Operative Agreements, the Mortgaged Property or receipt of any Rents; (ii) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Mortgaged Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iii) any use, non-Tax claims and Taxes for which specific indemnification is provided use or condition in, on or about the Mortgaged Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iv) any failure on Company’s part to perform or comply with any of the terms of the Operative Agreements; (v) the performance of any labor or services or the furnishing of any materials or other property in other sections respect of this Agreement)the Mortgaged Property; (vi) to the extent not covered by insurance, including, without limitation, those any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to actions taken Hazardous Materials or omitted asbestos; (vii) the Mortgaged Property’s failure to comply with any legal requirements; (viii) the occupation, condition, operation, service, design, maintenance or management of the Mortgaged Property; and (ix) any tax, duty, assessment or other charge imposed by any governmental authority on the making and recording of this Mortgage. Any Indemnified Liabilities payable to the Mortgagee because of the application of this Section 2.24 will be taken secured by this Mortgage and will become immediately due and payable and will bear interest at the Default Rate from the date such Indemnified Liability is sustained by the Agent Mortgagee until paid. The Company’s obligations and liabilities under this Section 2.24 will survive any termination, satisfaction or assignment of the Lenders contemplated hereby, reasonable legal fees Operative Agreements and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which exercise by the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect Mortgagee of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent rights or Lender and including any actremedies under the Operative Agreements including, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment acquisition of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected Mortgaged Property by foreclosure or a conveyance in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it lieu of foreclosure as to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesevents occurring prior thereto.

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) The Borrower hereby covenants with the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will Lender that it shall at all times be hereafter keep the Agent and such Lender indemnified and saved held harmless by the Borrower from and against all claimssuits (whether founded or unfounded), demandsactions, proceedings, judgments, demands or claims instituted or made against the Agent or such Lender, and all costs, losses, actions, causes of action, costs, charges, expensesliabilities, damages and liabilities whatsoever arising in connection with this Agreement expenses (including all reasonable legal fees on a solicitor and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken his own client basis) incurred by the Agent or the Lenders contemplated herebysuch Lender in any way relating to, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnityarising out of, which or incidental to any Environmental Laws applying to the Agent or such Lender as a result of it being a party to or performing its obligations under any Loan Document or to any default by the Lenders may suffer or incur, whether at law or in equity, in Borrower under any way caused by or arising, directly or indirectly, in respect provision of any actof the Loan Documents. If and for so long as no Event of Default has occurred and is continuing, deedthe Borrower, matter at its option, shall be entitled to conduct the defence of such suit, action or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to proceeding with the execution participation of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or such Lender should they so desire. If the defence of any Lendersuch suit, action or its respective employees proceeding is not being conducted in a proper or agents were grossly negligent diligent manner by the Borrower, the Agent or acted such Lender shall on notice to the Borrower (and for the account of the Borrower) be entitled to take over the conduct of the defence of such suit, action or proceeding with wilful misconduct in relation to their obligations hereunderthe participation of the Borrower should it so desire. This indemnity shall extend to the officers, directors, employees, agents, shareholders and assignees of the Agent and each Lender and shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesAgreement.

General Indemnity. Each Credit Party expressly declares Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and agrees as follows: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, out-of-pocket expenses, damages including Lender’s expenses and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this indemnity, which the Agent Note or the Lenders Credit Agreement, and in connection with any amendment or modification of such documents or any “work-out” in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may suffer be incurred or incursuffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), whether at law fines or in equitypenalties (and other charges of any applicable governmental authority) (each, in any way caused by or arisinga “Claim”), directly or indirectlyindirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, in respect the falsity of any act, deed, matter representation or thing whatsoever made, done, acquiesced in warranty of Borrower or omitted in or about or in relation Borrower’s failure to comply with the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions terms of this subsection do not apply to Note or the extent that Credit Agreement. Such indemnities shall continue in full force and effect, notwithstanding the Agent expiration or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement Note. Upon Lender’s written demand, Borrower shall assume and repayment diligently conduct, at its sole cost and expense, the entire defense of the Facility; and (b) the Agent Lender, each of its partners, and the Lenders may act each of their respective, agents, employees, directors, officers, shareholders, successors and rely and assigns against any indemnified Claim described in this Section. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesunreasonably withheld.

General Indemnity. Each Credit Party expressly declares Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and agrees as follows: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, out-of-pocket expenses, damages including Lender's Expenses and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred of counsel for Lender from time to time arising in connection with the enforcement or collection of sums due under this indemnity, which the Agent Note or the Lenders Credit Agreement, and in connection with any amendment or modification of such documents or any "work-out" in connection with such documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, shareholders, servants, agents and employees (each an "Indemnified Person") harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may suffer be incurred or incursuffered by such Indemnified Person in connection therewith (including reasonable attorneys' fees and expenses), whether at law fines, penalties (and other charges of any applicable governmental authority), licensing fees relating to any item of Collateral, damage to or in equityloss of use of property (including consequential or special damages to third parties or damages to Borrower's property), in or bodily injury to or death of any way caused by person (including any agent or arisingemployee of Borrower) (each, a "Claim"), directly or indirectlyindirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, in respect the falsity of any act, deed, matter representation or thing whatsoever made, done, acquiesced in warranty of Borrower or omitted in Borrower's failure to comply with the terms of this Note or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of securityCredit Agreement. The foregoing provisions indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of this subsection do equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Substances on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any environmental law, or (iv) any Claim for negligence or strict or absolute liability in tort; provided, however, Borrower shall not apply indemnify Lender for any liability incurred by Lender to the extent that it is the Agent result of Lender's gross negligence or any Lenderwillful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement Note. Upon Lender's written demand, Borrower shall assume and repayment diligently conduct, at its sole cost and expense, the entire defense of the Facility; and (b) the Agent Lender, each of its partners, and the Lenders may act each of their respective, agents, employees, directors, officers, shareholders, successors and rely and assigns against any indemnified Claim described in this Section 11. Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender's written consent thereto, which consent shall not be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesunreasonably withheld.

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) the Agent Except as set forth in Section 7.2, Operator hereby irrevocably indemnifies, and each of the Lendersagrees to defend and hold harmless Owner, its Affiliates and subcontractors, and its and their respective officers, directors, officers, employees, employees and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower agents from and against all any claims, demands, lossesdamages, actionsliabilities, interest, attorneys’ fees, costs (including settlement costs) and expenses for bodily injury, property damage or fines or penalties from violation of applicable Laws or Governmental Requirements (“Claims and Damages”), arising from third-party claims, demands, suits, causes of action, costsproceedings, chargesinvestigations, expensesjudgments or liabilities to the extent caused by or arising out of any breach by Operator of this Agreement (including the failure to handle properly Hazardous Materials pursuant to Section 3.11) or any negligent acts or omissions or willful misconduct (done with an intent to harm) of Operator or its Affiliates, damages and liabilities whatsoever arising employees, agents or Subcontractors (other than Owner’s subcontractors) or anyone acting under Operator’s direction or control or on Operator’s behalf in connection with this Agreement and or incident to the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections performance of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by . Operator’s total liability under the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection above indemnity with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination term of this Agreement and repayment shall be subject to the limitation of the Facility; andliability set forth in Section 7.4. (b) Owner hereby irrevocably indemnifies, and agrees to defend and hold harmless Operator, its Affiliates and Subcontractors, and its and their respective officers, directors, employees and agents from and against Claims and Damages, arising from third party claims, demands, suits, causes of action, proceedings, investigations, judgments or liabilities to the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented extent caused by or arising out of any breach by Owner of this Agreement, the existence of any Hazardous Materials on the Site at the commencement of this Agreement or arising thereafter (other than as a result of Operator’s negligence or breach of this Agreement) or any negligent acts or omissions or willful misconduct of Owner or its Affiliates, employees, agents or subcontractors (other than Operator and its Subcontractors) or anyone acting under Owner’s direction or control or on Owner’s behalf (which in no event shall include Operator) in connection with or incident to the performance of this Agreement. Owner further agrees that, if any former Duke Energy employee hired by Operator in accordance with Section 6.9 of that certain Purchase and Sale Agreement dated May 3, 2004, asserts any claim for which Duke Energy has agreed to indemnify Owner pursuant to the proper party or partiesPurchase and Sale Agreement, Owner shall assert such claims for indemnity against Duke Energy.

General Indemnity. Each Credit Party expressly declares Contractor shall indemnify, defend, and agrees as follows: (a) the Agent hold Company, each Utility Participant, and each of the Lenderstheir respective current and future direct and indirect parent company(ies), subsidiaries, affiliates, and their respective directors, officers, shareholders, employees, and agents, and all of their respective representatives, successors successors, and assigns assigns, (collectively the collectively, including Company, “Indemnified PartiesIndemnitees”) will at all times be indemnified and saved harmless by the Borrower from for, from, and against any and all claims, demandsactions, suits, or proceedings of any kind whatsoever (collectively, “Claims”), and any and all losses, actionsliabilities, causes of actionpenalties, fines, damages, demands, costs, charges, or expenses, damages including all reasonable consulting or attorneys’ fees (including fees and liabilities disbursement of in-house and outside counsel) of any kind whatsoever (collectively, “Liabilities”) arising out of, connected in connection with this Agreement and any manner with, or resulting from: (a) injuries to or death of any individuals (including members of the other Facility Documents (except general public, or any employee, agent, independent contractor, consultant, or affiliate of Company, Utility Participant, Contractor, or any Contractor Party), or damage to, loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections destruction of this Agreementproperty (including any property of Company), including, without limitation, those in each case arising out of or related to actions taken connected in any manner with Contractor’s or omitted to be taken by a Contractor Party’s provision of the Agent Work or the Lenders contemplated herebyany defects with respect thereto; (b) any alleged, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred threatened, or actual violation of any Applicable Law in connection with the enforcement Contractor’s or a Contractor Party’s performance of its obligation under this Agreement; (c) Contractor’s Default under or failure to comply with any term of this indemnityAgreement; (d) any unauthorized release of Hazardous Materials; (e) any action reasonably necessary to ▇▇▇▇▇, which remediate or prevent a violation or threatened violation of any EH&S Law; or (f) any misrepresentation made by Contractor or any Contractor Party in the Agent course of performance under this Agreement, including the failure to provide accurate reports or the Lenders may suffer or incur, whether at law or in equityinformation required under this Agreement, in any way each case above, regardless of whether (x) such Claims or Liabilities arose from or are caused by the negligence or arising, directly or indirectly, in respect fault of any actIndemnitee, deed(y) such Claims or Liabilities are based on contract, matter tort, or thing whatsoever madeany other theory of liability, doneor (z) liability without fault or strict liability is imposed or sought to be imposed on any Indemnitee. Notwithstanding the foregoing, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do indemnification obligations will not apply to the extent Claims or Liabilities are caused by the sole negligence or willful misconduct of Company. Contractor shall pay all costs and expenses, including all reasonable consulting or attorneys’ fees (including fees and disbursement of in-house and outside counsel), that the Agent may be incurred by Company or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct Utility Participant in relation to their enforcing Contractor’s indemnity and defense obligations hereunder. This indemnity shall survive the termination of set forth in this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.Agreement

General Indemnity. Each Credit Party expressly declares Borrower agrees upon demand to pay or reimburse Lenders for all liabilities, obligations and agrees as follows: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, out-of-pocket expenses, damages including Lenders’ Expenses and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred of counsel for Lenders from time to time arising in connection with the enforcement or collection of this indemnitysums due under the Loan Documents, which and in connection with any amendment or modification of the Agent Loan Documents or any “work-out” in connection with the Lenders Loan Documents. Borrower shall indemnify, reimburse and hold Lenders, and each of its respective successors, assigns, agents, attorneys, officers, directors, stockholders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may suffer be incurred or incursuffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), whether at law fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or in equityloss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), in or bodily injury to or death of any way caused by person (including any agent or arisingemployee of Borrower) (each, a “Claim”), directly or indirectlyindirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, in respect the falsity of any act, deed, matter representation or thing whatsoever made, done, acquiesced in warranty of Borrower or omitted in Borrower’s failure to comply with the terms of this Agreement or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of securityother Loan Document. The foregoing provisions indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of this subsection do equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to or arising under any Account Control Agreement or any Landlord Agreement; provided, however, Borrower shall not apply indemnify Lenders for any liability incurred by Lenders to the extent that such liability results from Lenders’ gross negligence or willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the Agent expiration or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement Agreement. Upon Lenders’ written demand, Borrower shall assume and repayment diligently conduct, at its sole cost and expense, the entire defense of the Facility; and (b) the Agent Lenders, each of their partners, and the each of their respective, agents, employees, directors, officers, stockholders, successors and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lenders may act and rely and without first obtaining Lenders’ written consent thereto, which consent shall not be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesunreasonably withheld.

General Indemnity. Each Credit Debtor hereby assumes liability for, and does hereby agree, whether or not any of the transactions contemplated hereby, by the Security Instruments or the Notes are consummated, to indemnify, protect, save, defend and hold harmless Secured Party expressly declares and agrees as follows: (a) the Agent and each of the Lendersits officers, their respective directors, officersstockholders, employeessuccessors, assigns, agents and agentsservants (for purposes of this Article VI, and all each of their respective representatives, successors and assigns (collectively the “Indemnified Parties”foregoing may be referred to individually as a "Beneficiary") will at all times be indemnified and saved harmless by the Borrower from and against any and all obligations, fees, liabilities, losses, damages, penalties, claims, demands, losses, actions, causes of actionsuits, costsjudgments, charges, costs and expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor expenses, of every kind and client basis and reasonable costs and expenses nature whatsoever imposed on, incurred in connection with the enforcement of this indemnityby, which the Agent or the Lenders may suffer or incur, whether at law or in equityasserted against any Beneficiary, in any way caused by relating to or arisingarising out of (a) the manufacture, directly construction, ordering, purchase, acceptance or indirectlyrejection, in respect financing, ownership, titling or retitling, registration or re-registration, acceptance, leasing, subleasing, possession, use, operation, maintenance, storage, removal, sale, delivery or other disposition of any actitem of Equipment, deedincluding, matter without limitation, any of such as may arise from (i) loss or thing whatsoever madedamage to any property or death or injury to any person, done, acquiesced (ii) patent or latent defects in any item of Equipment (whether or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent discoverable by Debtor or any LenderBeneficiary), (iii) any claims based on strict liability in tort or its respective employees otherwise, (iv) any claims based on patent, trademark or agents were grossly negligent copyright infringement and (v) any claims based on liability arising under the applicable environmental or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and noise or pollution control law or regulation or (b) any failure on the Agent and part of Debtor to perform or comply with any of the Lenders may act and rely and terms of the Security Instruments or the Notes or (c) any Security Instrument or the Notes. Debtor shall not be required to indemnify any Beneficiary for any claims resulting from acts which would constitute the willful misconduct or gross negligence of such Beneficiary. Debtor shall give Secured Party prompt notice of any occurrence, event or condition known to Debtor as a consequence of which any Beneficiary is or is reasonably likely to be entitled to indemnification hereunder. Debtor shall promptly upon demand of any such Beneficiary reimburse such Beneficiary for amounts expended by it in connection with any of the foregoing or pay such amounts directly. Debtor shall be protected subrogated to a Beneficiary's rights in acting any matter with respect to which Debtor has actually reimbursed such Beneficiary for amounts expended by it or has actually paid such amounts directly pursuant to this Section 6.1. In case any action, suit or Proceeding is brought against any Beneficiary in connection with any claim indemnified against hereunder, such Beneficiary will, after receipt of notice of the commencement of such action, suit or Proceeding, notify Debtor thereof, enclosing a copy of all papers served upon such Beneficiary. Debtor may, and relying upon any resolutionBeneficiary's request will, certificateat Debtor's expense, statementresist and defend such action, instrumentsuit or Proceeding, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it cause the same to be genuine resisted or defended by counsel selected by Debtor and reasonably satisfactory to have been signedsuch Beneficiary and in the event of any failure by Debtor to do so, sent Debtor shall pay all costs, fees and expenses (including, without limitation, reasonable attorney's fees and expenses) incurred by such Beneficiary in connection with such action, suit or presented by or on behalf of the proper party or partiesProceeding.

General Indemnity. Each Credit Party expressly declares Lessee agrees to pay, and agrees as follows: (a) the Agent on demand to indemnify and each of the Lendershold harmless, their respective Lessor and its officers, directors, officers, employees, and servants, agents, shareholders, affiliates, successors, assigns and all of their respective representativestransferees (individually, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower an "Indemnitee"), from and against any and all claims, demandsdamages, losses, actionsliabilities (including, causes of actionbut not limited to, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment claim or liability described for strict liability in Section 11.2 tort or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)otherwise, including, without limitation, those liability arising out under any applicable environment, noise or pollution control statute, rule or regulation), demands, suits, judgments, causes of action and all legal proceedings, whether civil or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated herebycriminal, reasonable legal fees penalties, fines and disbursements on a solicitor other sanctions, and client basis and reasonable any costs and expenses incurred in connection with therewith, including reasonable attorney's fees, which may directly or indirectly result from, relate to or arise out of the enforcement assigned portions of the Purchase Agreement or this Lease or the condition, ownership, manufacture, purchase, test flight, inspection, delivery, nondelivery, acceptance, nonacceptance, rejection, import, export, registration, lease, sublease, possession, control, storage, return, transportation, disposition, use or operation of any Item of Equipment (except as to an Indemnitee for claims that are the result of the gross negligence or willful misconduct of such Indemnitee), or which may be caused by any malfunction or defect in any Item of Equipment, latent or otherwise, arising from the material or any article used therein or from the design, testing or use thereof or from any maintenance, service, repair, overhaul, improvement, modification or alteration thereof, regardless of when such defect shall be discovered, whether or not such Item of Equipment is at the time in the possession of Lessee and wherever located. Notwithstanding anything to the contrary contained in this Article 8(a), the indemnification provided for in this Article 8(a) shall only apply to events or circumstances which either (i) occur prior to the expiration or sooner termination of this indemnityLease and return of the Aircraft pursuant to the terms hereof, which the Agent regardless of when asserted, or the Lenders may suffer or incur, whether at law or in equity, in any way (ii) are caused by or arisingattributable to acts or omissions of Lessee, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent officers, directors, employees, servants, agents, contractors or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesaffiliates.

General Indemnity. Each Credit Party expressly declares Borrower agrees that while Lender has no liability to any person in tort or otherwise as lender and agrees as follows: that Lender is not an owner or operator of any Individual Property, each Borrower shall, at its sole expense, protect, defend, release, indemnify and hold harmless (“indemnify”) the Indemnified Parties from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Property, Loan, or Documents; provided, however, that (i) the foregoing indemnities shall not apply to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties and (ii) the foregoing indemnities shall not apply to any Losses that Borrower can conclusively prove (A) were caused solely by actions, circumstances, conditions, or events that occurred after the date Lender (or any purchaser at a foreclosure sale) actually acquired title to the Individual Property and (B) were not caused, contributed to, enhanced, or exacerbated by the direct or indirect actions or inactions of Borrower or any partners, officers, members, shareholders, employees, or agents of Borrower. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses, Costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including reasonable attorneys’ fees (both in-house staff and retained attorneys) and all other costs of defense. The term “Indemnified Parties” shall mean (a) the Agent and each Lender, (b) any prior owner or holder of any Note, (c) any existing or prior servicer of the LendersLoan, their respective (d) the officers, directors, officersshareholders, employeespartners, members, employees and trustees of any of the foregoing, and agents(e) the heirs, and all of their respective legal representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment each of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesforegoing.

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) In addition to any liability of the Borrower to the Agent or the Lenders under any other provisions of this Agreement, the Borrower shall, to the fullest extent permitted by Applicable Law, indemnify each of the Agent and each of the Lenders, and their respective officers, directors, officers, employees, representatives, shareholders, agents and agentsaffiliates (as used in this Section each an "Indemnified Party") from, hold each of them harmless against and promptly upon written demand therefor pay or reimburse each of them for, any and all of their respective representativesactions, successors and assigns suits, proceedings (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all including any investigations, litigation or inquiries), claims, demands, losses, actions, causes of action, costs, chargeslosses (excluding loss of profit), expensesliabilities, damages and liabilities or expense of any kind or nature whatsoever arising but excluding those based on gross negligence or wilful misconduct of such Indemnified Party (the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of: (i) any actual or proposed use by the Borrower of the proceeds of any Advance; (ii) any transaction in connection with this Agreement and the other Facility Documents which any proceeds of all or any part of a Drawdown is applied; or (except iii) any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections Event of this Agreement)Default, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor of counsel and client basis and reasonable costs and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries), claim, demand or cause of action; provided, that prior to the enforcement occurrence of this indemnityan Event of Default, which the Borrower shall only be obligated to pay the reasonable fees and disbursements of counsel engaged by the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect to represent all of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and Lenders. Subject to the proviso in the preceding sentence, the Borrower shall be protected obligated to pay or reimburse each Indemnified Party for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by such Indemnified Party in acting the defense of any claims arising out of any Indemnity Matter at the time such costs and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine expenses are incurred and to have been signed, sent or presented by or on behalf of such Indemnified Party has given the proper party or partiesBorrower written notice thereof.

General Indemnity. Each Credit Party expressly declares Grantor agrees that while Beneficiary has no liability to any person in tort or otherwise as lender and agrees as follows: that Beneficiary is not an owner or operator of the Property, Grantor shall, at its sole expense, protect, defend, release, indemnify and hold harmless the Indemnified Parties (defined below) for, from and against any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Property, Loan, or Loan Documents; provided, however, that the foregoing shall not apply (a) to any Losses caused by the Agent and each gross negligence or willful misconduct of the LendersIndemnified Parties or (b) provided no Event of Default then exists, their respective to any disputes among the Indemnified Parties not caused in whole or in part by a breach of Grantor’s obligations under the Loan Documents. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of value of the Property caused in whole or in part by a breach of any of Grantor’s obligations under the Loan Documents, or arising by reason of any third-party claim asserted against any of the Indemnified Parties, but not due to the gross negligence or willful misconduct of such Indemnified Party), demands, costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including attorneys’ fees and all other costs of defense. The term “Indemnified Parties” shall mean (a) Beneficiary, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) Trustee, (e) the officers, directors, officersshareholders, employeespartners, members, employees and trustees of any of the foregoing, and agents(f) the heirs, and all of their respective legal representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment each of the Facility; and foregoing. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO LOSSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (bAND/OR ANY OTHER) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolutionINDEMNIFIED PARTY OR ANY STRICT LIABILITY, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesBUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY.

General Indemnity. Each Credit Party expressly declares Except to the extent claims are caused by the sole negligence or willful misconduct of the City and agrees its employees, agents and contractors, and not waived by Tenant pursuant to Section 11.6 below, Tenant shall indemnify, protect, defend, and hold harmless City and its elected officials, officers, employees, volunteers, lenders, agents, and representatives and each of their successors and assigns from and against any and all third party claims, judgments, causes of action, damages, penalties, costs, liabilities, and expenses, including all reasonable out-of-pocket costs, attorneys’ fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon, arising at any time during or after the Term as followsa result (directly or indirectly) of or in connection with (a) any Tenant default under this Lease (including in the performance or non-performance of any obligation on Tenant’s part to be performed under the terms of this Lease); (b) ▇▇▇▇▇▇'s performance of the design and construction of the Billboard; (c) Tenant’s or Tenant’s representatives or agents use of the Premises, the Billboard, any portion thereof, or any improvements thereon, the conduct of Tenant’s business or any activity, work or thing done, permitted or suffered by Tenant or its representatives or agents in or about the Premises or any portion thereof, or any improvements thereon, except that with regard to the presence of Hazardous Materials, the Premises or any improvements thereon, Tenant will not be responsible for conditions that existed prior to the date that City delivers exclusive control of the Premises to Tenant and, whether prior to the Effective Date or not, were not caused by Tenant or its authorized representatives; and (d) any grossly negligent or willful act, error or omission of Tenant or its representatives or agents in or about the Billboard, any portion thereof, or any improvements thereon (collectively, “Indemnification”). Tenant shall provide such Indemnification by and through counsel reasonably approved by City. Without limiting the foregoing, ▇▇▇▇▇▇’s obligation under this section includes Liabilities arising from any of the following: (a) the Agent and each of the LendersAny Occurrence that is caused by, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by to, a verbal or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to nonverbal display on the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; andBillboard. (b) the Agent and the Lenders may act and rely and shall be protected in ▇▇▇▇▇▇’s failure to perform any provision of this Lease due to no fault of City, to comply with any requirement of law applicable to Tenant, or to fulfill any requirement imposed by any governmental entity (including City when acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by as a government) on Tenant or on behalf Tenant’s use of the proper Premises. (c) Any claim that ▇▇▇▇▇▇’s policies with respect to the allocation of advertising time violate any person’s or persons’ First Amendment rights. (d) Any Occurrence caused or allegedly caused by (i) any condition of the Premises created by Tenant or by any Person on the Premises with ▇▇▇▇▇▇’s permission; or (ii) some act or omission on the Premises by Tenant or by any Person on the Premises with ▇▇▇▇▇▇’s permission. Notwithstanding anything in this Section 11.2, the Indemnification shall not cover Liabilities arising where a third party or parties.challenges the City’s restrictions on advertising, as provided for in Section 7.10. If a third party specifically challenges ▇▇▇▇▇▇’s compliance with the express restrictions in Section 7.10, the City’s indemnity is conditioned on the following events: (1) the City shall promptly notify Tenant of messaging perceived to violate Section

General Indemnity. Each Credit Party expressly declares In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 9.1, Seller releases, and agrees as follows: (a) the Agent shall indemnify, defend and hold harmless SDG&E and each of the Lendersother Indemnified Party, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against any and all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expenseliability, damage, claim, proceedingcost, judgment charge, demand, penalty, fine or liability described expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in-house counsel) and other costs of litigation, arbitration or mediation, and in Section 11.2 the case of third-party claims only, indirect or resulting from Taxesconsequential loss or damage of such third-party) incurred by such Indemnified Party, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken in connection with: The performance of work under this Agreement (whether such performance is by Seller, Seller’s contractor or omitted to be taken subcontractor, any other person performing on behalf of Seller or Seller’s contractor or subcontractor or otherwise); The installation, construction, operation or maintenance of any Measure installed for the Project (whether such work was performed by the Agent Seller, an End-Use Customer, any contractor or the Lenders contemplated herebysubcontractor of either of them, reasonable legal fees and disbursements on or any other person) in a solicitor and client basis and reasonable costs and expenses incurred manner that violates any Law, Permit or Accepted Electrical Practice; any violation of a Law arising out of or in connection with the enforcement Seller’s performance of, or failure to perform, this Agreement, including any strict liability imposed by any Law; or Any violation by Seller or any of this indemnity, which the Agent Seller’s contractors or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect subcontractors of any act, deed, matter or thing whatsoever made, done, acquiesced third party license to use intellectual property in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of connection with work performed under this subsection do not apply Agreement; except to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile foregoing is caused by such Indemnified Party’s negligence or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partieswillful misconduct.

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) In addition to the Agent payment of expenses pursuant to Section 9.17, whether or not the transactions contemplated hereby shall be consummated, Borrower, at its sole cost and each of the Lendersexpense, their respective shall, jointly and severally, protect, indemnify, reimburse, defend and pay and hold harmless Lender and its officers, partners, members, directors, officerstrustees, advisors, employees, and agents, sub-agents, Affiliates, and all each Person who controls any of their respective representativesthe foregoing within the meaning of Section 15 of the Securities Act of 1933, successors and assigns as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively collectively, the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower for, from and against against, and shall be responsible for, any and all claimsDamages payable by any Indemnified Party to any third party of any kind or nature whatsoever, demandswhether direct, lossesindirect, actionsspecial or consequential and whether based on any federal, causes of actionstate or foreign laws, costsstatutes, chargesrules or regulations (including securities and commercial laws, expensesstatutes, damages rules or regulations and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this AgreementEnvironmental Laws), on common law or equitable cause or on contract or otherwise, which may be imposed on, incurred by, or asserted against any of the Indemnified Parties, in any way relating to or arising out of (i) the making or holding or enforcement of the Loan by Lender or the administration of the Transaction; (ii) ownership of the Note(s) or the Mortgages (including, without limitation, those arising out any tax on the making and/or recording of any of the Loan Documents), or any interest in any Property or receipt of any rents or Revenues; (iii) any accident, injury to or death of persons or loss of or related damage to actions taken property occurring in, on or omitted about any Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iv) any use, nonuse or condition in, on or about any Property any part thereof or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (v) any failure on the part of Borrower or Sponsor to perform or comply with any of the terms of the Loan Documents to which they are a party; (vi) performance of any labor or services or the | NY\1631294.13 mle ▇▇ ▇▇▇▇ Loan Agreement|| furnishing of any materials or other property in respect of any Property or any part thereof; (vii) any failure of any Property, Borrower or Sponsor to comply with any Legal Requirements; (viii) any representation or warranty made by Borrower or Sponsor in any of the Loan Documents being false or misleading in any material respect as of the date such representation or warranty was made; (ix) any Use or Release of Hazardous Substances; (x) any claim by brokers, finders or similar persons claiming to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on entitled to a solicitor and client basis and reasonable costs and expenses incurred commission in connection with any lease or other transaction involving any Property or any part thereof under any legal requirement or any liability asserted against any Indemnified Party with respect thereto; and (xi) any and all claims and demands whatsoever that may be asserted against any Indemnified Party by reason of any alleged obligations or undertakings on such party’s part to perform or discharge any of the enforcement of this indemnityterms, which the Agent covenants, or the Lenders may suffer or incur, whether at law or agreements contained in equityany Lease, in any way caused by or arisingeach case, to the extent resulting, directly or indirectly, from any claim (including, without limitation, any Environmental Claim) made (whether or not in respect of connection with any actlegal action, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lendersuit, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (bproceeding) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of any Person; provided, however, that no Indemnified Party shall have the proper party right to be indemnified hereunder to the extent that such Damages have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, fraud, or partieswillful misconduct of such Indemnified Party. (b) Upon written request by any Indemnified Party, Borrower shall defend such Indemnified Party with respect to the matters contemplated by Section 5.18(a) (if requested by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals reasonably approved by such Indemnified Party. Notwithstanding the foregoing, any Indemnified Party may, in the event of a conflict of interest, engage its own attorneys and other professionals to defend or assist it (chosen at Lender’s sole discretion), and, at the option of such Indemnified Party, its attorneys shall control the resolution of any claim or proceeding against such Indemnified Party. Upon demand, Borrower shall pay or, in the sole discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, engineers, environmental consultants, laboratories and other professionals in connection therewith. (c) Any amounts payable to Lender by reason of the application of this Section 5.18 shall be secured by the Mortgages and shall become immediately due and payable and shall bear interest at the Default Rate from the date Damages are sustained by the Indemnified Parties until paid. (d) The provisions of and undertakings and indemnification set forth in this Section 5.18 shall survive the satisfaction and payment in full of the Indebtedness and termination of this Agreement, but only with respect to matters arising or accruing or as a result of circumstances that occurred prior to such satisfaction and payment in full. | NY\1631294.13 mle ▇▇ ▇▇▇▇ Loan Agreement||

General Indemnity. Each Credit In addition to each Loan Party’s other Obligations under this Agreement, each Loan Party expressly declares agrees to, jointly and agrees as follows: (a) severally, defend, protect, indemnify and hold harmless the Agent and each of the Lenders, their respective directors, officers, employees, and agents, Lender and all of their respective representativesofficers, successors directors, employees, attorneys, consultants and assigns agents (collectively called the “Indemnified PartiesIndemnitees”) will at all times be indemnified and saved harmless by the Borrower from and against any and all claims, demands, losses, actionsdamages, causes liabilities, obligations, penalties, fees, reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Indemnitees, whether prior to or from and after the Effective Date, whether direct, indirect or consequential, as a result of action, costs, charges, expenses, damages and liabilities whatsoever or arising from or relating to or in connection with this Agreement and any of the other Facility Documents following: (except any lossi) the negotiation, expensepreparation, claim, proceeding, judgment execution or liability described in Section 11.2 performance or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections enforcement of this Agreement), any other Loan Document or of any other document executed in connection with the transactions contemplated by this Agreement, (ii) the Agent’s or any Lender’s furnishing of funds to the Borrower under this Agreement or the other Loan Documents, including, without limitation, those arising out the management of or related the Loan, (iii) any matter relating to actions taken or omitted to be taken the financing transactions contemplated by the Agent this Agreement or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred other Loan Documents or by any document executed in connection with the enforcement of transactions contemplated by this indemnity, which the Agent Agreement or the Lenders may suffer other Loan Documents, or incur(iv) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether at law or not any Indemnitee is a party thereto (collectively, the “Indemnified Matters”); provided, however, that the Loan Parties shall not have any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the gross negligence or willful misconduct of such Indemnitee, as determined by a final judgment of a court of competent jurisdiction. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to Borrower, any of its Subsidiaries, or any of their respective security holders or creditors, for or in equity, in any way caused connection with the financing transactions contemplated by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper Loan Documents, except for direct damages (as opposed to special, indirect, consequential or electronic document believed punitive damages, including, without limitation, any loss of profits, business or anticipated savings) determined in a final non-appealable judgment by it to be genuine and a court of competent jurisdiction to have been signed, sent or presented by or on behalf of the proper party or partiesresulted from such Indemnitee’s willful misconduct.

General Indemnity. Each Credit Party expressly declares Notwithstanding the existence of any insurances provided for herein, and agrees as follows: (a) without regard to the Agent policy limits of any such insurances, Lessee shall indemnify and each of the Lendershold Heavy Iron, its affiliates and their respective directors, officers, employees, agents and agentsinsurers (collectively, and all of their respective representatives, successors and assigns (collectively the “"Indemnified Parties”" and individually an "Indemnified Party") will at all times be indemnified and saved harmless by the Borrower from and against any and all claims, demands, losses, actions, causes of actionaction (including, but without limitation, causes of action arising under the law of tort, strict tort, products liability, warranties expressly made or implied by law or otherwise), losses, proceedings, costs, charges, expenses, damages and liabilities whatsoever liabilities, including without limitation, legal fees and disbursements arising in connection out of, connected with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from: (i) the lease, possession, operation, use, repair and /or maintenance, delivery and redelivery of the Equipment herein, (ii) any accident, injury to or death of persons or loss of or damage to property (including, but without limitation, any loss or damage caused to the environment) to property arising out of, connected with, or resulting, directly or indirectly, during the Term from Taxes, other than Taxes imposed on non-Tax claims the Equipment and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out as a result of or related to actions taken arising from the design, manufacture, possession, use, misuse, non-use, condition, maintenance, repair, handling, transportation, operation and/or return of the Equipment, (iii) any taxes, duties, assessments or omitted to be taken by other impositions arising during the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation Term relating to the execution Equipment which are the obligations of its duties as Agent or Lender and including any act, deed, matter or thing in relation Lessee to pay pursuant to the registration, perfection, release or discharge of security. The foregoing applicable provisions of this subsection do not apply Agreement, and/or (iv) any failure on the part of Lessee to perform or comply with any of the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination terms of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and its addendums. Any amounts which become payable by Lessee under this section shall be protected in acting paid within ten (10) days after liability therefor on the part of Lessee is determined by litigation or otherwise, and relying upon if not timely paid, shall bear interest (to the extent permitted by law) at the rate of 18% per annum from the date of such determination to the date of payment. Lessee's liability for a breach of this provision arising during the term hereof or any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile extension thereof shall survive termination or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf expiry of the proper party or partiesthis Agreement.

General Indemnity. Each Credit Party expressly declares Lessee hereby agrees to indemnify, reimburse, defend and agrees hold harmless each Indemnitee on a net after-tax basis, as follows: provided in Section 10(e), within fifteen (a15) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower days after demand from and against any and all claims, demands, losses, actions, causes of action, costs, charges, expensesclaims (whether or not based on strict liability), damages (whether Without limiting Lessee's liability under this Section 13, Lessee hereby waives and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except releases any lossClaim now or hereafter existing against any Indemnitee, expense, claim, proceeding, judgment on account of any Claims for or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out account of or related to actions taken arising or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by connected with injury to or arising, directly death of personnel of Lessee or indirectly, in respect loss or damage to property of Lessee or the loss of use of any act, deed, matter property which may result from or thing whatsoever made, done, acquiesced arise in or omitted in or about any manner out of or in relation to the execution of its duties importation, exportation, ownership, purchase, registration, reregistration, deregistration (except as Agent to Owner Participant or Lender Lessor as and including any act, deed, matter or thing in relation to the registrationextent such Indemnitee is responsible under the Refunding Agreement for Claims related to such deregistration), perfectiondelivery, release non-delivery, assignment, leasing, subleasing, manufacture, acceptance, rejection, possession, return, financing, performance, modification, maintenance, condition, use, operation, pooling, interchange, repair, testing, sale, return or discharge other disposition of security. The foregoing provisions the Engine or any Part thereof, either in the air or on the ground, or which may be caused by any defect in the Engine or such Part from the material or any article used therein or from the design or testing thereof, or use thereof or from any maintenance, service, repair, overhaul, or testing of this subsection do the Engine or such Part, claims for infringement, loss of or injury to any person, loss of or damage to any property or environmental damage, regardless of when such defect may be discovered, whether or not apply the Engine or such Part is at the time in the possession of Lessee, and regardless of the location of the Engine at any such time except to the extent that such Claim results from (i) the Agent gross negligence or willful misconduct of such Indemnitee (except any such gross negligence or willful misconduct as may be attributed to an Indemnitee due [solely] to its interest in the Engine, any Operative Document, any Purchase Document or any LenderFinancing Document), (ii) or the breach of any of its express representations, warranties or covenants hereunder, under any other Operative Each Indemnitee shall, at Lessee's sole cost and expense and with Lessee's cooperation, be entitled to conduct the defense of any Claim against it; provided, however, that Lessee shall, at the request of any Indemnitee and, so long as no Event of Default has occurred and is continuing, assume and conduct promptly and diligently, at its sole cost and expense, the defense of such Indemnitee against any Claim of a third party with counsel reasonably acceptable to such Indemnitee; and provided, further, however, that Lessee shall have the right as well as the -76- 82 obligation to assume such defense to the extent required under the terms of the applicable insurance policies so long as no Default or Event of Default has occurred and is continuing. In the event Lessee shall so assume the defense of any Claim, such Indemnitee shall cooperate with Lessee in defending such Claim, but any expenses incurred by such Indemnitee in connection therewith shall either be paid by Lessee to such Indemnitee in advance, or its respective employees reasonable security shall be provided by Lessee to such Indemnitee for such payments. Neither Lessee nor an Indemnitee shall enter into a settlement or agents were grossly negligent other compromise with respect to any Claim which Lessee or acted such Indemnitee is defending hereunder in excess of $100,000 without the prior written consent of the other, which consent shall not be unreasonably withheld. Each Indemnitee agrees to give Lessee prompt notice of any Claims by a third party hereunder following such Indemnitee's actual knowledge of such Claims by third parties, but the failure of such Indemnitee to give the notice required by this Section 13 shall not constitute a release by Lessor or such Indemnitee of, or reduce, any of the obligations or liabilities of Lessee to such Indemnitee in respect of any such Claim or otherwise affect the obligations or liabilities of Lessee to any Indemnitee in respect of any such Claim, except to the extent that Lessee's ability to control the defense thereof where Lessee has the right to control the defense thereof is materially prejudiced as a result solely of such failure of such Indemnitee to give such notice. An Indemnitee or Lessee shall supply the other with wilful misconduct such information requested by the other as is reasonably necessary or advisable for the other to control the defense of a Claim to the extent permitted by this Section. Nothing in relation this Section shall be construed as a guaranty by Lessee of payments due pursuant to their obligations hereunderany indebtedness incurred with respect to the purchase of the Engine or of the residual value of the Engine. This indemnity shall survive Notwithstanding anything herein or in any other Operative Document to the termination contrary, with respect to any Claim for which any Indemnitee is entitled to indemnification under more than one provision of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and Lease or any other Operative Document, such Indemnitee shall be protected entitled to recovery for such Claim only pursuant to one such provision as it may select in acting and relying upon its sole discretion (and, for the avoidance of doubt, such Indemnitee shall not be entitled to any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of double recovery for the proper party or partiessame Claim).

General Indemnity. Each Credit Party expressly declares Lessee hereby agrees to assume liability ----------------- for, and agrees as follows: (a) the Agent to indemnify Lessor and each of the Lendersits officers, their respective directors, officers, employees, servants and agentsagents (collectively, the "Indemnitees" and each individually an "Indemnitee") against, and agrees to protect, save and keep harmless each thereof from, any and all of their respective representativesliabilities, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demandsobligations, losses, damages, penalties, claims, actions, causes of actionsuits, costs, chargesexpenses and disbursements, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, including reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and out-of-pocket expenses imposed on, incurred in connection with the enforcement of this indemnity, which the Agent by or the Lenders may suffer or incur, whether at law or in equityasserted against any Indemnitee, in any way caused relating to or arising out of (i) this Lease, the Tax Indemnity Agreement or the Guaranty (including the enforcement and the amending or supplementing thereof) or (ii) the ownership, delivery, non-delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Equipment (including, in each case and without limitation, (x)latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement and (y) claims based on strict liability in tort) (each of the foregoing a "Claim"); provided, however, -------- that the foregoing indemnity of Lessee with regard to any particular Indemnitee shall not extend to any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement (A) resulting from the willful misconduct or the gross negligence of such Indemnitee or any officers, directors, employees, servants or agents thereof, (B) to the extent attributable to acts or events which occur after the Term for an Item of Equipment (it being understood that any Claim which is directly attributable to a modification of an Item of Equipment by Lessee during the Term for such Equipment, shall be deemed to be attributable to an act which occurred during the Term of such Equipment), or arising(C) which is a Tax, directly whether or indirectlynot Lessee is required to indemnify therefor pursuant to paragraph (a). Lessee further agrees that, with respect to any payment or indemnity hereunder, such payment or indemnity shall be paid within 30 days after written demand therefor. If any action, including any investigatory proceeding, shall be brought against, or commenced with respect to, any Indemnitee entitled to indemnity under this Section 21(b) in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation which Lessee is required to indemnify such Indemnitee pursuant to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply Section 21(b), Lessee shall have the right to assume the extent that defense thereof, including the Agent or employment of counsel satisfactory to such Indemnitee, and the payment of all expenses incurred in such defense. In the event Lessee assumes the defense of any Lendersuch action, or its respective employees or agents were grossly negligent or acted with wilful misconduct any such Indemnitee shall have the right to employ separate counsel in relation to their obligations hereunder. This indemnity such action and participate therein, but the fees and expenses of such counsel shall survive be at the termination expense of this Agreement and repayment of the Facility; and such Indemnitee, unless (bi) the Agent employment of such counsel has been specifically authorized by Lessee, (ii) the named parties to such action (including any impleaded parties) include both such Indemnitee and Lessee and representation of such Indemnitee and Lessee by the Lenders may act same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between them or (iii) the counsel employed by Lessee and rely and shall satisfactory to such Indemnitee has advised such Indemnitee, in writing, that such counsel's representation of such Indemnitee would be protected likely to involve such counsel in acting and relying upon any resolutionrepresenting different interests which could adversely affect either the judgment or loyalty of such counsel to such Indemnitee whether it be a conflicting, certificateinconsistent, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile diverse or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or interest in defense of such action on behalf of such Indemnitee; it being understood, however, that Lessee shall not, in connection with any one such action, or separate but substantially similar or related actions in the proper party same jurisdiction arising out of the same general allegations or partiescircumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys, and of any local or special counsel retained by said firm, at any one time for each such Indemnitee, which firm shall be designated in writing by such Indemnitee). In the event that Lessee does not assume the defense of any such action in respect of such Indemnitee such Indemnitees shall have the right to employ counsel in such action and participate therein at the expense of Lessee. Lessee shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of or if there be a final judgment, beyond further review or appeal, in any such action, Lessee shall indemnify and hold harmless any Indemnitee or other Person entitled to indemnity under this Section 21(b) from and against any loss or liability by reason of such settlement or judgment.

General Indemnity. Each Credit Party expressly declares The Borrowers hereby jointly and agrees as followsseverally agree to: (a) pay and hold the Agent and the Lenders harmless from and against any and all present and future stamp and other similar Taxes with respect to the Note and the other Loan Documents and save the Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such Taxes, and will indemnify the Agent and each Lender for the full amount of Taxes paid by the LendersLender in respect of payments made or to be made hereunder and any liability (including penalties, their respective interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted; (b) indemnify the Agent and each Lender, and its officers, directors, officers, employees, and representatives, agents, attorneys and Affiliates (an "Indemnitee") from and hold each of them harmless against and promptly upon demand pay or reimburse each of them for, any and all of their respective representativesactions, successors and assigns suits, proceedings (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all including any investigations, litigation or inquiries), claims, demands, losses, actions, demands and causes of action, and, in connection therewith, all reasonable costs, chargeslosses, expensesliabilities, damages and liabilities or expenses of any kind or nature whatsoever (collectively the "Indemnity Matters") which may be incurred by or asserted against or involve any of them (whether or not any of them is designated a party thereto) as a result of, arising out of or in connection any way related to (i) any actual or proposed use by the Borrowers of the proceeds of the Loan, (ii) the operations of the business of the Borrowers, (iii) the failure of the Borrowers to comply with any requirement of any Government Agency, or (iv) any other aspect of this Agreement Credit Agreement, the Note and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)Loan Documents, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor of counsel and client basis and reasonable costs and all other expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any investigations, litigation or inquiries) or claim and including all Indemnity Matters arising by reason of the enforcement negligence of any Indemnitee; (c) In the case of any indemnification hereunder, the Agent, any Lender or other Person indemnified hereunder shall give notice to the Borrowers within a reasonable period of time of any such claim or demand being made against it and the Borrower shall have the non-exclusive right to join in the defense against any such claim or demand provided that if the Borrowers provide a defense, the Indemnitee shall bear its own cost of defense unless there is a conflict of interest between the Borrowers and such Indemnitee. (d) No Indemnitee may settle any claim to be indemnified pursuant to this indemnitySection 9.3 without the consent of the indemnitor, which such consent not to be unreasonably withheld; PROVIDED, that the Agent or indemnitor may not reasonably withhold consent to any settlement that an Indemnitee proposes, if the Lenders may suffer or incurindemnitor does not have the financial ability to pay all of its obligations outstanding and asserted against the Indemnitee at that time, whether at law or including the maximum potential claims against the Indemnitee to be indemnified pursuant to this Section 9.3. (e) Notwithstanding anything to the contrary in equitythis Credit Agreement, in the Borrowers shall have no indemnity obligation with respect to any way Indemnitee Matter caused by or arisingresulting from the gross negligence or willful misconduct of the Agent, directly any Lender or indirectlyany other Indemnitee. (f) The indemnity and hold harmless contained in this Section 9.3 shall not extend to the Agent, any Lender or any other Indemnitee in respect its or his capacity as an equity investor in the Borrowers or as an owner of any act, deed, matter property or thing whatsoever made, done, acquiesced in or omitted in or about or in relation interest as to which the Borrowers are also an owner but only to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent Agent's or any Lender, 's capacity as a lender or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination a holder of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiessecurity interests.

General Indemnity. Each Credit Party expressly declares In addition to the payment of expenses pursuant to SECTION 11.2(a), whether or not the transactions contemplated hereby shall be consummated, the Borrower hereby indemnifies, and agrees as follows: (a) to pay and hold the Agent Bank, its affiliates and each any holder of the Lendersany Notes, and their respective officers, directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively called the “Indemnified Parties”"INDEMNITEES") will at all times be indemnified and saved harmless by the Borrower from and against against, any and all claimsother liabilities, demandsobligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, costs, charges, expenses, damages expenses and liabilities disbursements of any kind or nature whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those the reasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, or asserted against the Indemnitees (or any of them), in any manner relating to or arising out of or related to actions taken or omitted to be taken the Loan Documents, the statements contained in any commitment letters delivered by the Agent Bank, the Bank's agreement to make the Loans, or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with use or intended use of the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect proceeds of any actof the Loans (the "INDEMNIFIED LIABILITIES"); PROVIDED, deedHOWEVER, matter that the Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution willful misconduct of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of securityan Indemnitee. The foregoing provisions of this subsection do not apply to To the extent that the Agent undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesthem.

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) Subject to the Agent terms and conditions of this Article VIII, the Shareholders agree to and will, jointly and severally (except, in the event that the amounts held in the Escrow Fund are less than any Damages resulting from a breach of Section 4.03, as to which the Shareholders agree to and will, severally but not jointly as to such excess,) indemnify, defend and hold the Purchaser and its officers, directors, advisors, Affiliates, agents, employees and each Person, if any who controls or may control the Purchaser within the meaning of the LendersSecurities Act (each, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “an "Indemnified Parties”Person") will at all times be indemnified and saved harmless by the Borrower from and against all demands, claims, demands, losses, actions, actions or causes of action, costsassessments, chargeslosses, damages, liabilities, costs and expenses, damages including without limitation interest, penalties and liabilities whatsoever arising in connection with this Agreement reasonable attorneys' fees and expenses (hereinafter collectively called "DAMAGES"), asserted against, resulting to, imposed upon or incurred by the other Facility Documents (except Company, the Purchaser or any lossIndemnified Person, expenseby reason of, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided or arising out of: (i) a breach of any representation or warranty of the Company or any Shareholder contained in other sections of or made pursuant to this Agreement), includingor any facts or circumstances constituting such a breach, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees except as and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that Section 8.02 above shall be applicable thereto, in which case the Agent provisions of said Section 8.02 shall govern; (ii) any breach of any covenant or agreement of the Company or any Lender, Shareholder contained in or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation made pursuant to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of or the FacilityEscrow Agreement; and (iii) any facts or events described in the Company Disclosure Schedule as specifically intended to be subject to this Article 8, whether or not such fact or event would be deemed a breach of any representation, warranty, covenant or agreement contained in or made pursuant to this Agreement. For the avoidance of doubt, the Shareholders have agreed to jointly and severally indemnify the Indemnified Persons pursuant to this section for the breaches described in (i) and (ii) above whether the breach is by the Company or the Shareholder and without regard to whether the representation is made solely by the Company or the covenant by its terms binds only the Company. (b) Subject to the Agent terms and conditions of this Article VIII, the Lenders Purchaser agrees to and will indemnify, defend and hold the Shareholders and each of their respective officers, directors, advisors, Affiliates, agents, employees and each Person, if any who controls or may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf control each of the proper party Shareholders within the meaning of the Securities Act (each, a "Shareholder Indemnified Person") harmless from and against all Damages asserted against, resulting to, imposed upon or partiesincurred by them by reason of or resulting from or arising out of (i) a breach of any representation or warranty of the Purchaser contained in or made pursuant to this Agreement, or any facts or circumstances constituting such a breach, or (ii) any breach of any covenant or agreement of the Purchaser contained in or made pursuant to this Agreement or the Escrow Agreement.

General Indemnity. Each Credit Party expressly declares Except in the case of the gross negligence or wilful misconduct of the Indemnitee in connection with the duties of the Indemnitee as a director or officer of the Company or Other Entity, the Company will indemnify and agrees as follows: hold harmless the Indemnitee and the heirs, executors, administrators and other legal representatives of the Indemnitee (a) the Agent and each of which is included in any reference in this Agreement to the Lenders, their respective directors, officers, employees, Indemnitee) against and agents, and from all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demandsliabilities, losses, actions, causes of actiondamages, costs, fees, charges, expensesdisbursements, damages fines, penalties and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except expenses of any losskind, expense, claim, proceeding, judgment regardless of when or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), how they arose including, without limitationlimiting the generality of the foregoing, those arising out all fees, charges and disbursements for the services of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated herebyany experts, reasonable all legal fees fees, charges and disbursements on a solicitor and client basis and reasonable costs any amount paid to settle any actions or to satisfy any judgments, (any and expenses incurred all of the foregoing being hereinafter referred to as “Liabilities”) which the Indemnitee may sustain, pay or incur as a result of or in connection with any manner of action, suit, proceeding, claim, demand, order or investigation (whether civil, criminal, administrative or otherwise, including, without limiting the enforcement generality of this indemnitythe foregoing, any and all appeals and whether made by any person, firm, corporation, government, or by any governmental department, body, commission, board, bureau, agency or instrumentality (any and all of the foregoing being hereinafter referred to as an “Action”) to which the Agent Indemnitee is made or the Lenders may suffer or incurthreatened to be made a party, whether at law for or in equity, in respect to any way caused by act done or arising, directly step taken or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and alleged to have been signeddone or step taken or alleged to have been done or taken, sent or presented by not done or on behalf taken or alleged not to have been done or taken, in the course of or arising from carrying out or conducting the Indemnitee’s duties as, or the fact that the Indemnitee is, a director or officer of the proper party Company or partiesOther Entity.

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) the Agent Except as set forth in Section 7.2, Operator hereby irrevocably indemnifies, and each of the Lendersagrees to defend and hold harmless Owner, its Affiliates and subcontractors (other than Operator and its Subcontractors), and its and their respective officers, directors, officers, employees, employees and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower agents from and against all any claims, demands, lossesdamages, actionsliabilities, interest, attorneys’ fees, costs (including settlement costs) and expenses for bodily injury, property damage or fines or penalties from violation of applicable Laws or Governmental Requirements (“Claims and Damages”), arising from third-party claims, demands, suits, causes of action, costsproceedings, chargesinvestigations, expensesjudgments or liabilities to the extent caused by or arising out of any breach by Operator of this Agreement or any negligent acts or omissions or willful misconduct (done with an intent to harm) of Operator or its Affiliates, damages and liabilities whatsoever arising employees, agents or Subcontractors or anyone acting under Operator’s direction or control or on Operator’s behalf in connection with this Agreement and or incident to the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections performance of this Agreement), including, without limitation, those arising out of or related . Operator’s annual liability under the above indemnity with respect to actions taken or omitted to each Operation Year shall be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation subject to the execution limitation of its duties as Agent or Lender and including any act, deed, matter or thing liability set forth in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; andSection 7.4. (b) Owner hereby irrevocably indemnifies, and agrees to defend and hold harmless Operator, its Affiliates and Subcontractors, and its and their respective officers, directors, employees and agents from and against Claims and Damages, arising from third party claims, demands, suits, causes of action, proceedings, investigations, judgments or liabilities to the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented extent caused by or arising out of any breach by Owner of this Agreement or any negligent acts or omissions or willful misconduct of Owner or its Affiliates, employees, agents or subcontractors (other than Operator and its Subcontractors) or anyone acting under Owner’s direction or control or on Owner’s behalf (which in no event shall include Operator) in connection with or incident to the performance of the proper party or partiesthis Agreement.

General Indemnity. Each Credit Party expressly declares Lessee hereby agrees to indemnify, reimburse, defend and agrees hold harmless each Indemnitee on a net after-tax -82- 84 basis, as follows: provided in Section 10(e), within fifteen (a15) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower days after demand from and against any and all claimsclaims (whether or not based on strict liability), damages (whether direct, indirect, incidental, special or consequential), losses, charges, fees, liabilities, obligations, demands, lossessuits, actionsjudgments, causes of actionactions and other legal proceedings (whether civil or criminal), costspenalties, chargesfines, other sanctions, and any reasonable costs and expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)herewith, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses set forth in Section 21(j) hereof and reasonable attorney's fees and expenses of whatever kind or nature (any and all of which are hereafter referred to as "Claims") imposed on, or asserted by or against, or suffered or incurred by, any Indemnitee, from (and including) the Restatement Date, including, without limitation, injury, death or property damage of passengers, shippers and others, environmental control, noise and pollution regulations, which in any way may result from, pertain to, or arise in any manner out of, or are in any manner related to (1) the Operative Documents, the Purchase Documents or the Financing Documents, or any of the transactions contemplated thereby; (2) the Aircraft, the Airframe, any Engine or any engine used in connection with the enforcement Airframe or any Part thereof, including, but not limited to, (A) the importation, exportation, condition, manufacture, design, purchase, ownership, registration, reregistration, deregistration (other than any deregistration caused by the failure of the registered owner of the Aircraft to be a "citizen of the United States" as defined under the Federal Aviation Act and the regulations thereunder or to file the documentation necessary to continue FAA registration of the Aircraft), delivery, nondelivery, assignment, leasing, subleasing, sub-subleasing, acceptance, rejection, possession, repossession, control, return, financing, Liens (excluding Lessor's Liens, Head Lessor's Liens and Lenders' Liens, but including the Lien of the Indenture), use, performance, modification, maintenance, overhaul, operation, pooling, interchange, repair, testing, sale, return or other disposition or application of the Aircraft, the Airframe, any Engine, any engine used in connection with the Airframe or any Part (including, but not limited to, latent and other defects whether or not discoverable by Lessee or Lessor, Claims related to any actual or alleged violation of Law, loss or damage to any property of passengers, shippers or otherwise or any Claim related to patent, copyright, trademark or other infringement) either in the air or on the ground, and, including, without limitation, any interest therein of an Indemnitee or imposition of a Lien thereon (excluding Lessor's Liens, Head Lessor's Liens and Lenders' Without limiting Lessee's liability under this indemnitySection 13, which the Agent Lessee hereby waives and releases any Claim now or the Lenders may suffer hereafter existing against any Indemnitee, on account of any Claims for or incur, whether at law on account of or in equity, arising or in any way caused by connected with injury to or arising, directly death of personnel of Lessee or indirectly, in respect loss or damage to property of Lessee or the loss of use of any act, deed, matter property which may result from or thing whatsoever made, done, acquiesced arise in or omitted in or about any manner out of or in relation to the execution of its duties importation, exportation, ownership, purchase, registration, reregistration, deregistration (except as Agent to Owner Participant or Lender Lessor as and including any act, deed, matter or thing in relation to the registrationextent such Indemnitee is responsible under the Refunding Agreement for Claims related to such deregistration), perfectiondelivery, non-delivery, assignment, leasing, subleasing, manufacture, acceptance, rejection, possession, return, financing, performance, modification, maintenance, condition, use, operation, pooling, interchange, repair, testing, sale, return or other disposition of the Aircraft, the Airframe, any Engine or any engine used in connection with the Airframe or any Part Each Indemnitee shall, at Lessee's sole cost and expense and with Lessee's cooperation, be entitled to conduct the defense of any Claim against it; provided, however, that Lessee shall, at the request of any Indemnitee and so long as no Event of Default has occurred and is continuing, assume and conduct promptly and diligently, at its sole cost and expense, the defense of such Indemnitee against any Claim of a third party with counsel reasonably acceptable to such Indemnitee; and provided, further, however, that Lessee shall have the right as well as the obligation to assume such defense to the extent required under the terms of the applicable insurance policies so long as no Default or Event of Default has occurred and is continuing. In the event Lessee shall so assume the defense of any Claim, such Indemnitee shall cooperate with Lessee in defending such Claim, but any expenses incurred by such Indemnitee in connection therewith shall either be paid by Lessee to such Indemnitee in advance, or reasonable security shall be provided by Lessee to such Indemnitee for such payments. Neither Lessee nor an Indemnitee shall enter into a settlement or other compromise with respect to any Claim which Lessee or such Indemnitee is defending hereunder in excess of $100,000 without the prior written consent of the other, which consent shall not be unreasonably withheld. Each Indemnitee agrees to give Lessee prompt notice of any Claims by a third party hereunder following such Indemnitee's actual knowledge of such Claims by third parties, but the failure of such Indemnitee to give the notice required by this Section 13 shall not constitute a release by Lessor or discharge such Indemnitee of, or reduce, any of security. The foregoing provisions the obligations or liabilities of this subsection do not apply Lessee to such Indemnitee in respect of any such Claim or otherwise affect the obligations or liabilities of Lessee to any Indemnitee in respect of any such Claim, except to the extent that Lessee's ability to control the Agent defense thereof where Lessee has the right to control the defense thereof is materially An Indemnitee or Lessee shall supply the other with such information requested by the other as is reasonably necessary or advisable for the other to control the defense of a Claim to the extent permitted by this Section . Nothing in this Section shall be construed as a guaranty by Lessee of payments due pursuant to any indebtedness incurred with respect to the purchase of the Aircraft or of the residual value of the Aircraft. Notwithstanding anything herein or in any other Operative Document to the contrary, with respect to any Claim for which any Indemnitee is entitled to indemnification under more than one provision of this Lease or any Lenderother Operative Document, such Indemnitee shall be entitled to recovery for such Claim only pursuant to one such provision as it may select in its sole discretion (and, for the avoidance of doubt, such Indemnitee shall not be entitled to any double recovery for the same Claim). The indemnities contained in this Section 13 shall continue in full force and effect notwithstanding the expiration or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the other termination of this Agreement and repayment Lease or any of the Facility; and (b) other Operative Documents and are expressly made for the Agent and the Lenders may act and rely benefit of and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed enforceable by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partieseach Indemnitee.

General Indemnity. Each Credit Party expressly declares (a) The Shareholders hereby agree, on a pro rata basis, to defend, indemnify and agrees as followshold harmless the Buyer from Buyer Losses caused by, resulting from or arising out of: (ai) breaches of representations or warranties hereunder on the Agent and each part of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively Company and/or the “Indemnified Parties”) will at all times be indemnified and saved harmless Shareholders or failures by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and Company and/or the Shareholders to perform or otherwise fulfill any undertaking or other Facility Documents (except any loss, expense, claim, proceeding, judgment agreement or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)obligation hereunder, including, without limitation, those set forth in Section 4.9; (ii) claims arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement breach of this indemnitycontract, which the Agent death, personal injury, other injury to Persons, property damage, losses or the Lenders may suffer deprivation of rights (whether based on statute, negligence, breach of warranty, strict liability or incur, whether at law or in equity, in any way other theory) caused by or arisingresulting from, directly or indirectly, the manufacture or sale of any product, or the provision of any services, by the Company on or before the Closing Date, or any other claims asserted against the Company arising from any action or inaction of the Shareholders and/or the Company on or before the Closing Date; (iii) (a) each and every item set forth in Schedules 4.12 and 4.16; (b) the actual, alleged or threatened release, storage, transportation, treatment or generation of Hazardous Substances generated, stored, used, disposed of, treated, handled or shipped by the Company, any subsidiary or any prior owner of the Subject Property on or before the Closing Date; (c) any cleanup of Hazardous Substances: (i) on, beneath or adjacent to the Subject Property prior to or on the Closing Date; and (ii) at any other location if such substances were generated, used, stored, disposed of, treated, transported or released by the Company or any prior owner of the Subject Property prior to or on the Closing Date; and (d) the installation of any pollution control equipment or other equipment to bring the facility into compliance with any Environmental Requirement if such equipment is installed because the facility was not in compliance with any Environmental Requirement as of the Closing Date; (iv) any and all (a) Taxes imposed on the Company or the Shareholders or any affiliate of either (including, without limitation, any subsidiary) for, or relating to, all pre-Closing periods (which shall include, but does not end on, the Closing Date), including, but not limited to, (i) any liability of the Company or any subsidiary under any Tax sharing agreement, whether or not written, and (ii) any Tax liability resulting from the termination, as of the Closing Date, of the Company or any subsidiary as a member of any consolidated, affiliated, combined, unitary or other similar Tax group, (iii) all Taxes of any Person (other than the Company) imposed on the Company as a transferee or Successor, by contract or pursuant to law, and (b) liabilities of the Shareholders or any affiliate of the Shareholders (including, without limitation, any subsidiary) for Taxes imposed under Treasury Regulation Section 1.1502-6 or any analogous state, local or foreign tax provision, as a result of being a member of a consolidated, affiliated, combined, unitary or other similar group for any taxable period commencing before the Closing Date; and (v) any and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification. (b) If any claim, liability, demand, assessment, action, suit or proceeding shall be asserted pursuant to Section 9.4(a) in respect of any actwhich the Buyer as the Indemnified Party proposes to demand indemnification, deedthe Indemnified Party shall notify the Shareholder Representative, matter provided, however, that the failure to so notify the Shareholder Representative shall not reduce or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to affect the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply Shareholders obligations with respect thereto except to the extent that the Agent Shareholders are materially prejudiced thereby. Subject to rights of or duties to any insurer or other third Person having liability therefor, the Shareholders, via the Shareholder Representative, shall have the right promptly upon receipt of such notice to assume the control of the defense, compromise or settlement of any claim, liability, demand, assessment, action, suit or proceeding shall be asserted pursuant to this Section 9.4(a) (provided that any compromise or settlement must be reasonably approved by the Indemnified Party), including, at its own expense, employment of counsel reasonably satisfactory to the Indemnified Party; provided, however, that if the Shareholders, via the Shareholder Representative, shall have exercised their right to assume such control, the Indemnified Party may, in its sole discretion and at its expense, employ counsel to represent it (in addition to counsel employed by the Shareholders) in any such matter, and in such event counsel selected by the Shareholders shall be required to cooperate with such counsel of the Indemnified Party in such defense, compromise or settlement. (c) The Buyer agrees to defend, indemnify and hold harmless the Shareholders from Company Losses caused by, resulting from or arising out of breaches of representations or warranties hereunder on the part of the Buyer or failures by the Buyer to perform or otherwise fulfill any undertaking or other agreement or obligation hereunder, or any Lenderand all actions, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation suits, proceedings, claims and demands incident to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment any of the Facility; andforegoing or such indemnification (“Shareholder Indemnified Claims”). (bd) the Agent and the Lenders may act and rely and If any claim, liability, demand, assessment, action, suit or proceeding shall be protected asserted pursuant to Section 9.4(b) in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it respect of which the Shareholder Representative proposes to be genuine and to have been signed, sent or presented by or demand indemnification on behalf of the proper party Shareholders, the Shareholder Representative shall notify the Buyer, provided, however, that the failure to so notify the Buyer shall not reduce or partiesaffect the Buyers’ obligations with respect thereto except to the extent that the Buyer is materially prejudiced thereby. Subject to rights of or duties to any insurer or other third Person having liability therefor, the Buyer shall have the right promptly upon receipt of such notice to assume the control of the defense, compromise or settlement of any such Shareholder Indemnified Claims (provided that any compromise or settlement must be reasonably approved by the Shareholder Representative) including, at its own expense, employment of counsel reasonably satisfactory to the Shareholder Representative; provided, however, that if the Buyer shall have exercised its right to assume such control, the Shareholder Representative may, in its sole discretion and at its expense, employ counsel to represent the Shareholders (in addition to counsel employed by the Buyer) in any such matter, and in such event counsel selected by the Buyer shall be required to cooperate with such counsel of the Shareholders in such defense, compromise or settlement. (e) It is the intent of the parties that amounts paid under this Section 9 shall represent an adjustment to the Purchase Price and the parties will report such payments consistent with such intent.

General Indemnity. Each Credit Party expressly declares Subject to Section 7.3, from and agrees as followsafter the Closing: (a) the Agent Seller hereby agrees to indemnify, defend and each of hold harmless the LendersBuyer and its Affiliates and its and their directors, their respective directorsmanagers, trustees, officers, employees, agents and agents, and all of their respective representatives, successors and assigns employees (collectively the “Buyer Indemnified Parties”) will at from, against and in respect of all times be indemnified and saved harmless Losses suffered or incurred by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and Buyer Indemnified Parties to the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those extent arising out of or related resulting from (i) any breach of any of the representations or warranties (in each case, when made) of the Seller in this Agreement or (ii) any breach of any of the covenants or agreements of the Seller in this Agreement; provided, however, that the foregoing shall exclude any indemnification to actions taken any Buyer Indemnified Party (A) that has the effect of imposing on the Seller any liability to make payments of or omitted in lieu of the Royalty because of any Credit Event, (B) that results from the failure of Licensee to be taken perform any of its obligations under the License Agreement, unless directly resulting from the breach or default by the Agent Seller of or under the Lenders contemplated herebyLicense Agreement, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with (C) that results from the enforcement gross negligence, willful misconduct, or fraud of this indemnityany Buyer Indemnified Party, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in (D) for any way caused by or arising, directly or indirectly, matter in respect of which any actSeller Indemnified Party would be entitled to indemnification under Section 7.1(b), deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply (E) to the extent that the Agent resulting from acts or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment omissions of the FacilitySeller that are in accordance with specific written instructions from the Buyer; and (b) the Agent Buyer hereby agrees to indemnify, defend and hold harmless the Lenders may act Seller and rely its Affiliates and shall be protected its and their directors, officers, agents and employees (“Seller Indemnified Parties”) from, against and in acting and relying upon respect of all Losses suffered or incurred by the Seller Indemnified Parties to the extent arising out of or resulting from (i) any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf breach of any of the proper party representations or partieswarranties (in each case, when made) of the Buyer in this Agreement or (ii) any breach of any of the covenants or agreements of the Buyer in this Agreement; provided, however, that the foregoing shall exclude any indemnification to any Seller Indemnified Party (A) that results from the gross negligence, willful misconduct, or fraud of any Seller Indemnified Party, (B) for any matter in respect of which any Buyer Indemnified Party would be entitled to indemnification under Section 7.1(a), or (C) to the extent resulting from acts or omissions of the Buyer that are in accordance with specific written instructions from the Seller.

General Indemnity. Each Credit Party expressly declares Lessee agrees to pay, and agrees as follows: (a) the Agent on demand to indemnify and hold harmless, Lessor, each of Participant and the Lenders, and their respective officers, directors, officersmanagers, employees, and servants, agents, shareholders, Affiliates, successors, assigns and all of their respective representativestransferees (individually, successors and assigns (collectively the an “Indemnified PartiesIndemnitee”) will at all times be indemnified and saved harmless by the Borrower ), from and against any and all claims, demandsdamages, losses, actionsliabilities (including, causes of actionbut not limited to, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment claim or liability described for strict liability in Section 11.2 tort or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)otherwise, including, without limitation, those liability arising out under any applicable environment, noise or pollution control statute, rule or regulation), demands, suits, judgments, causes of action and all legal proceedings, whether civil or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated herebycriminal, reasonable legal fees penalties, fines and disbursements on a solicitor other sanctions, and client basis and reasonable any costs and expenses incurred in connection with therewith, including reasonable attorney’s fees, which may directly or indirectly result from, relate to or arise out of the enforcement assigned portions of the Purchase Agreement, this Lease or the condition, ownership, manufacture, purchase, design, demonstration flight, inspection, delivery, nondelivery, acceptance, nonacceptance, rejection, import, export, registration, lease, sublease, possession, control, storage, return, transportation, disposition, use or operation of any Item of Equipment (except as to an Indemnitee for claims that are the result of the gross negligence or willful misconduct of such Indemnitee), or which may be caused by any malfunction or defect in any Item of Equipment, latent or otherwise, arising from the material or any article used therein or from the design, testing or use thereof or from any maintenance, service, repair, overhaul, improvement, modification or alteration thereof, regardless of when such defect shall be discovered, whether or not such Item of Equipment is at the time in the possession of Lessee and wherever located. Notwithstanding anything to the contrary contained in this Article 8.1, the indemnification provided for in this Article 8.1 shall only apply to events or circumstances which: (i) occur prior to the expiration or sooner cancellation or termination of this indemnityLease and return of the Aircraft pursuant to the terms hereof, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way regardless of when asserted; (ii) are caused by or arisingattributable to acts or omissions of Lessee, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent officers, directors, employees, servants, agents, contractors or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the FacilityAffiliates; andor (biii) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesare not covered under Article 8.4.

General Indemnity. Each Credit Party expressly declares 20.9.1. Borrower agrees to indemnify and agrees as follows: (a) the hold harmless Administrative Agent and each Lender and each of their Affiliates and their respective officers, directors, employees, agents, and advisors (each, an Indemnified Party) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation, or proceeding or preparation of defense in connection therewith) the Loan Documents, the Acquisition Documents, any of the Lenderstransactions contemplated herein or therein or the actual or proposed use of the proceeds of the Loans, or the manufacture, storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of the assets, properties, or operations of any Covered Person or any predecessor in interest, directly or indirectly, except to the extent such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 20.9 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Borrower agrees not to assert any claim against Administrative Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, and attorneys, agents, and all advisers, on any theory of their respective representativesliability, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claimsfor special, demandsindirect, lossesconsequential, actions, causes of action, costs, charges, expenses, or punitive damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related otherwise relating to actions taken the Loan Documents, the Acquisition Documents, any of the transactions contemplated herein or omitted to be taken by the Agent therein or the Lenders contemplated herebyactual or proposed use of the proceeds of the Loans. Borrower shall pay, reasonable legal fees indemnify and disbursements on a solicitor hold harmless the Indemnified Parties for, from and client basis against, and reasonable shall promptly reimburse the Indemnified Parties for, any and all claims, damages, liabilities, losses, costs and expenses incurred (including reasonable attorneys' fees and expenses and amounts paid in connection with settlement) incurred, paid or sustained by the Indemnified Parties, arising out of or relating to the Acquisition Documents or enforcement of this indemnity, which the by Administrative Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of securityrights with respect thereto. 20.9.2. The foregoing provisions obligations of Borrower under this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity Section 20.9 shall survive the termination of this Agreement and repayment the Commitments, the expiration of the Facility; and (b) the Agent Letters of Credit, and the Lenders may act indefeasible full payment and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf satisfaction of all of the proper party Loan Obligations. 20.9.3. To the extent that any of the indemnities required from Borrower under this Section are unenforceable because they violate any Law or partiespublic policy, Borrower shall pay the maximum amount which it is permitted to pay under applicable Law.

General Indemnity. Each Credit Party expressly declares To the fullest extent permitted by applicable law, INCA shall indemnify and agrees as follows: (a) the Agent hold harmless ▇▇▇▇▇▇ and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower Goldreich from and against any and all liabilities, obligations, losses, damages, fines, taxes and interest and penalties thereon, claims, demands, losses, actions, causes of actionsuits, proceedings (whether civil, criminal, administrative, investigative or otherwise), costs, charges, expenses and disbursements (including legal and accounting fees and expenses, damages costs of investigation and liabilities sums paid in settlement) of any kind or nature whatsoever arising (collectively, “Claims and Expenses”) which may be imposed on, incurred by or asserted at any time against ▇▇▇▇▇▇ in connection with this Agreement and the other Facility Documents (except any lossway related to INCA or any of its subsidiaries or affiliates, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution business or affairs of INCA or any of its duties subsidiaries or affiliates, including but expressly not limited to (i) any actions or alleged actions taken by ▇▇▇▇▇▇ in her capacity as Agent an employee, President, or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge Secretary of security. The foregoing provisions of this subsection do not apply to the extent that the Agent INCA or any LenderINCA subsidiary or affiliate, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment as a member of the FacilityBoard of Directors of INCA; and or (bii) the Agent any actions or alleged actions taken by INCA or any of its subsidiaries or affiliates, or INCA’s or INCA’s subsidiaries’ and/or affiliates’ present and the Lenders may act former officers, directors, members, shareholders, subsidiaries, affiliates, agents, employees, predecessors, successors and rely assigns, personal representatives, heirs, executors, estates, and administrators; provided that ▇▇▇▇▇▇ and Goldreich shall not be protected in acting entitled to indemnification hereunder for Claims and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile Expenses that are primarily attributable to Hirsch’s or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesGoldreich’s willful misconduct.

General Indemnity. Each Credit Party expressly declares Borrower shall, at its sole cost and agrees as follows: (a) the Agent expense, protect, defend, indemnify, release and hold harmless each of the LendersIndemnified Parties (as defined below) for, from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement and damages of whatever kind or nature (including, without limitation, attorneys' fees, court costs and other costs of defense) (collectively, "Losses") (excluding Losses suffered by an Indemnified Party directly arising out of such Indemnified Party's gross negligence or willful misconduct; provided, however, that the term "gross negligence" shall not include gross negligence imputed as a matter of law to any of the Indemnified Parties solely by reason of Borrower's interest in the Collateral or Borrower's failure to act in respect of matters which are or were the obligation of Borrower under the Loan Documents) caused by, incurred or resulting from Borrower's operations of or relating in any manner to the Collateral or the Premises, whether relating to their respective directorsoriginal design or construction, latent defects, alteration, maintenance, use by Borrower or any person thereon, supervision or otherwise, or from any breach of, default under, or failure to perform, any term or provision of this Agreement by Borrower, its officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the agents or other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)persons, including, without limitation, those Losses arising out from (1) any accident, injury to or death of any person or loss of or related damage to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred property occurring in connection with the enforcement of this indemnity, which the Agent Collateral or the Lenders may suffer Premises or incurany portion thereof, whether at law (2) any use, non-use or in equitycondition in, on or about, or possession, alteration, repair, operation, maintenance or management of, the Collateral or the Premises or any portion thereof or the sidewalks, curbs, parking areas, streets or ways adjoining the Premises, (3) any representation or warranty made herein by Borrower, in any way caused by certificate delivered in connection herewith or arisingin any other agreement to which Borrower is a party or pursuant thereto being false or misleading in any material respect as of the date such representation or warranty was made, directly or indirectly, in respect (4) performance of any act, deed, matter labor or thing whatsoever made, done, acquiesced in services or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.furnishing of

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) Indemnification by the Agent Company. The Company will indemnify and hold harmless each of the LendersPurchaser and the Broker, each of their respective directors, fund managers and officers, employeesand each person, and agentsif any, and all who controls the Purchaser or the Broker within the meaning of their respective representatives, successors and assigns (collectively Section 15 of the “Indemnified Parties”Securities Act or Section 20(a) will at all times be indemnified and saved harmless by of the Borrower Exchange Act from and against all any losses, claims, demandsdamages, liabilities and expenses (including reasonable costs of defense and investigation and all reasonable attorneys' fees) to which the Purchaser and the Broker, each of their directors, fund managers and officers, and each person, if any, who controls the Purchaser or the Broker may become subject, under the Securities Act or otherwise, insofar as such losses, actionsclaims, causes damages, liabilities and expenses (or actions in respect thereof) arise out of actionor are based upon, costs(i) any untrue statement or alleged untrue statement of a material fact contained, chargesor incorporated by reference, expenses, damages and liabilities whatsoever arising in the Registration Statement relating to Common Stock being sold to the Purchaser (including the Prospectus Supplement filed in connection with the transactions contemplated hereunder which are a part of it), or any amendment or supplement to it, or (ii) the omission or alleged omission to state in that Registration Statement or any document incorporated by reference in the Registration Statement, a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that the Company shall not be liable under this Agreement and Section 8.1(a) to the other Facility Documents extent that a court of competent jurisdiction shall have determined by a final judgment (except any with no appeals available) that such loss, expense, claim, proceedingdamage, judgment liability or liability described in Section 11.2 action resulted directly from any such acts or resulting from Taxesfailures to act, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken undertaken or omitted to be taken by the Agent Purchaser or the Lenders contemplated herebyBroker or such person through its bad faith or willful misconduct; provided, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with however, that the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do indemnity shall not apply to any loss, claim, damage, liability or expense to the extent that extent, but only to the Agent extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Purchaser or the Broker expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any Lenderamendment or supplement thereto); and provided, or its respective employees or agents were grossly negligent or acted further, that with wilful misconduct in relation respect to their obligations hereunder. This the Prospectus, the foregoing indemnity shall survive not inure to the termination of this Agreement and repayment benefit of the Facility; and Purchaser or the Broker or any such person from whom the person asserting any loss, claim, damage, liability or expense purchased Common Stock, if copies of the Prospectus were timely delivered to the Purchaser pursuant hereto and a copy of the Prospectus (bas then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, was not sent or presented given by or on behalf of the proper party Purchaser or partiesthe Broker or any such person to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Common Stock to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage, liability or expense. The Company will reimburse the Purchaser, the Broker and each such controlling person promptly upon demand for any legal or other costs or expenses reasonably incurred by the Purchaser, the Broker or any controlling person in investigating, defending against, or preparing to defend against any such claim, action, suit or proceeding, except that the Company will not be liable to the extent a claim or action which results in a loss, claim, damage, liability or expense arises out of, or is based upon, an untrue statement, alleged untrue statement, omission or alleged omission, included in any Registration Statement, Prospectus or Prospectus Supplement or any amendment or supplement to the thereto in reliance upon, and in conformity with, written information furnished by either the Purchaser or the Broker to the Company for inclusion in the Registration Statement, Prospectus or Prospectus Supplement.

General Indemnity. Each Credit Party expressly declares Subject to Section 8.3, from and agrees as followsafter the Effective Date: (a) The Seller hereby agrees to indemnify, defend and hold harmless the Agent Buyer and each its Affiliates and its and their directors, managers, trustees, officers, agents and employees (the “Buyer Indemnified Parties”) from, against and in respect of all Losses suffered or incurred by the Buyer Indemnified Parties to the extent arising out of or resulting from (i) any breach of any of the Lendersrepresentations or warranties (in each case, when made) of the Seller in this Agreement or any other Transaction Document (including the Bill of Sale) and (ii) any breach of any of the covenants or agreements of the Seller in this Agreement or any other Transaction Document (including the Bill of Sale); provided that the foregoing shall exclude any indemnification to any Buyer Indemnified Party to the extent resulting from the gross negligence, willful misconduct, or fraud of any Buyer Indemnified Party. (b) The Buyer hereby agrees to indemnify, defend and hold harmless the Seller and its Affiliates and its and their respective directors, officers, employees, agents and agents, and all of their respective representatives, successors and assigns employees (collectively the “Seller Indemnified Parties”) will at from, against and in respect of all times be indemnified and saved harmless Losses suffered or incurred by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and Seller Indemnified Parties to the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those extent arising out of or related to actions taken resulting from (i) any or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect breach of any actof the representations or warranties (in each case, deed, matter when made) of the Buyer in this Agreement or thing whatsoever made, done, acquiesced any other Transaction Document (including the Bill of Sale) or (ii) any breach of any of the covenants or agreements of the Buyer in this Agreement or omitted in or about or in relation any other Transaction Document (including the Bill of Sale); provided that the foregoing shall exclude any indemnification to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply Seller Indemnified Party to the extent that resulting from the Agent or any Lendergross negligence, willful misconduct, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination fraud of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesSeller Indemnified Party.

General Indemnity. Each Credit Party expressly declares Borrower shall indemnify and agrees as follows: (a) the Agent hold harmless Lender and each of the Lenders, their respective its directors, officers, employees, and agents, and all of their respective representatives, successors and assigns representatives (collectively the “"Indemnified Parties”") will at all times be indemnified and saved harmless by the Borrower for, from and against against, and promptly reimburse the Indemnified Parties for, any and all claims, demandsdamages, liabilities, losses, actionscosts and expenses (including reasonable attorneys' fees and expenses and amounts paid in settlement) incurred, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising paid or sustained by the Indemnified Parties in connection with this Agreement and the other Facility Documents (except any losswith, expensearising out of, claim, proceeding, judgment based upon or liability described in Section 11.2 otherwise involving or resulting from Taxesany threatened, pending or completed action, suit, investigation or other than Taxes imposed on non-Tax claims proceeding by, against or otherwise involving the Indemnified Parties and Taxes for which specific indemnification is provided in other sections of any way dealing with, relating to or otherwise involving this Agreement), includingany of the other Loan Documents, without limitationor any transaction contemplated hereby or thereby, those arising out except to the extent that they arise from the gross negligence, bad faith, or willful misconduct of or related to actions taken or omitted to be taken by any of the Agent or Indemnified Parties. Borrower shall indemnify and hold harmless the Lenders contemplated herebyIndemnified Parties for, reasonable legal fees from and disbursements on a solicitor against, and client basis promptly reimburse the Indemnified Parties for, any and reasonable all claims, damages, liabilities, losses, costs and expenses incurred (including reasonable attorneys' and consultant fees and expenses, investigation and laboratory fees, removal, remedial, response and corrective action costs, and amounts paid in connection with settlement) incurred, paid or sustained by the enforcement Indemnified Parties as a result of this indemnitythe manufacture, which storage, transportation, release or disposal of any Hazardous Material on, from, over or affecting any of Collateral or any of the Agent assets, properties, or the Lenders may suffer operations of Borrower or incur, whether at law or any predecessor in equity, in any way caused by or arisinginterest, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply except to the extent that they arise from the Agent gross negligence, bad faith or willful misconduct of any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their of the Indemnified Parties. The obligations hereunder. This indemnity of Borrower under this Section 18.7 shall survive the termination of this Agreement and repayment or cancellation of the Facility; and (b) Commitments, the Agent payment and satisfaction of all of the Loan Obligations, and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf release of the proper party or partiesCollateral.

General Indemnity. Each Credit Party expressly declares Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and agrees as follows: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, reasonable out-of-pocket expenses, damages including Lender’s Expenses and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred of counsel for Lender from time to time arising in connection with the enforcement or collection of this indemnitysums due under the Loan Documents, which and in connection with any amendment or modification of the Agent Loan Documents or any “work-out” in connection with the Lenders Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may suffer be incurred or incursuffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), whether at law fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or in equityloss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), in or bodily injury to or death of any way caused by person (including any agent or arisingemployee of Borrower) (each, a “Claim”), directly or indirectlyindirectly relating to or arising out of the use of the proceeds of the Loan or otherwise, in respect the falsity of any act, deed, matter representation or thing whatsoever made, done, acquiesced in warranty of Borrower or omitted in Borrower’s failure to comply with the terms of this Agreement or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of securityother Loan Document. The foregoing provisions indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of this subsection do not apply equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort or (v) any Claim asserted as to the extent that the Agent or arising under any Account Control Agreement or any LenderLandlord Agreement; provided, however, Borrower shall not indemnify any Indemnified Person for any liability incurred by such Indemnified Person as a direct and sole result of such Indemnified Person’s gross negligence or its respective employees willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement Agreement. Upon Lender’s written demand, Borrower shall assume and repayment diligently conduct, at its sole cost and expense, the entire defense of the Facility; and (b) the Agent Lender, each of its members, partners, and the Lenders may act each of their respective, agents, employees, directors, officers, equity holders, successors and rely and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesunreasonably withheld.

General Indemnity. Each Credit Party expressly declares Subject to paragraphs 2 and agrees as follows: 3 hereof, the Corporation will, to the fullest extent possible under applicable law, indemnify and hold harmless the Indemnitee and the heirs, executors, administrators and other legal representatives of the Indemnitee (a) the Agent and each of which is included in any reference in this Agreement to the Lenders, their respective directors, officers, employees, and agents, Indemnitee) against any and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demandscosts, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out incidental, special, consequential, exemplary or punitive damages), liabilities and expenses, regardless of when or related to actions taken or omitted to be taken by how they arose including, without limiting the Agent or generality of the Lenders contemplated herebyforegoing, reasonable all liabilities, fines, penalties, fees, including charges and disbursements for the services of any experts, all legal fees fees, charges and disbursements on a solicitor and client basis and reasonable costs any amount paid to settle any actions or proceedings or to satisfy any judgments (any and expenses all of the foregoing being hereinafter referred to as “Liabilities”) reasonably incurred by the Indemnitee for, or in connection with, any civil, criminal, administrative, investigative or other proceeding, whether threatened, pending, continuing or completed (any and all of the foregoing being hereinafter referred to as an “Action”), to which the Indemnitee may be involved (whether as a party, witness or otherwise) because of being or having been a director or officer of or acting in a similar capacity with the enforcement of this indemnityCorporation or any Affiliate, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of including but not limited to any act, deedmatter, matter deed or thing whatsoever made, done, committed, permitted or acquiesced in by the Indemnitee as a director or omitted officer of or acting in or about or in relation to a similar capacity with the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent Corporation or any LenderAffiliate, whether before or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive after the termination effective date of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile whether or other paper or electronic document believed by it not related to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesan Action.

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) the Agent and each Payment of Indemnified Expenses by Lessee. Whether or not any of the Lenders----------------------------------------- transactions contemplated by the Operative Documents shall be consummated (unless such transactions are consummated and any of the items hereinafter described shall constitute Transaction Costs), their respective directors, officers, employeesthe Lessee shall pay, and agentsshall indemnify and hold harmless each Indemnitee from and against, any and all of their respective representativesliabilities, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demandsobligations, losses, damages, penalties, claims, actions, causes of actionsuits, costs, chargesexpenses and disbursements, including legal fees and expenses, damages of whatsoever kind and liabilities whatsoever nature (herein collectively referred to as "Indemnified Expenses" and individually as an "Indemnified Expense"), imposed on, incurred by or asserted against any Indemnitee (whether because of an action or omission by such Indemnitee or otherwise), in any way relating to or arising out of (i) the Operative Documents, the Notes or the participation of the Lessor, or payments made pursuant thereto or any other transactions contemplated by the Operative Documents; (ii) the manufacture, financing, construction, purchase, acceptance, rejection, ownership, acquisition, delivery, nondelivery, lease, sublease, re-lease, preparation, installation, storage, maintenance, repair, transportation, transfer of title, abandonment, possession, rental, use, operation, condition, return, sale or other disposition or other application of all or any part of any interest in the Equipment, including without limitation (A) claims or penalties arising from any violation of law or based upon liability in tort (strict or otherwise) or from the active or passive negligence of any Indemnitee, (B) loss of or damage to any property or the environment or death or injury to any Person, (C) latent or other defects, whether or not discoverable, and (D) any claim for patent, trademark or copyright infringement relating to the Equipment, the Overall Transaction or any process, method or product used or produced by the Lessee by operation of the Equipment; (iii) the sale or other disposition of the Equipment or any part thereof after a Lease Event of Default, an Event of Loss, a termination of the Lease pursuant to Article XVIII or a purchase by the Lessee pursuant to Article VI; (iv) the presence, handling, use or storage of any Hazardous Substance or Hazardous Condition on, in, under or around Lessee's Premises, or the transportation of any Hazardous Substance to or from Lessee's Premises, including without limitation any Release, spill, discharge, emission, migration or disposal, whether on- or off-site, of any Hazardous Substance; or (v) violation or claim of violation of any laws for the protection of human health or safety or the environment, including Environmental Law(s), in connection with this Agreement and use or operation of Lessee's Premises or any equipment or facilities used in connection therewith. Without limitation of the other Facility foregoing, whether or not any of the transactions contemplated by the Operative Documents shall be consummated (except to the extent that any lossof the items hereafter described shall constitute Transaction Costs, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and Lessee shall pay all reasonable costs and expenses incurred by any Indemnitee in connection with (i) a Lease Default or Lease Event of Default; (ii) the enforcement of this indemnity, which the Agent entering into or the Lenders may suffer giving or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect withholding of any actamendments, deedsupplements, matter waivers or thing whatsoever madeconsents with respect to any Operative Document requested by the Lessee; or (iii) any Event of Loss, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment prepayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesNotes.

General Indemnity. Each Credit Party The Borrower expressly declares and agrees as follows: (a) the Agent each Finance Party, its partners and each of the Lenders, its and their respective directors, officers, employees, and agents, agents and all of their respective representatives, heirs, successors and assigns (collectively collectively, the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders Finance Parties contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders Finance Party may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender Finance Party and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, Finance Party or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment or the resignation, replacement or termination of the FacilityFinance Party; and (b) the Agent and the Lenders each Finance Party may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile email or other electronic or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.

General Indemnity. Each Credit Party expressly declares In addition to any other indemnifications provided herein, or in the other Financing Agreements, the Company will, at its sole cost and agrees as follows: (a) expense protect, defend, indemnify and save harmless the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower Mortgagee on an after-tax basis from and against all claimsliabilities, losses, damages, demands, lossesclaims, actionsobligations, suits or other proceedings (including, causes of action, litigation and defenses), settlement proceeds, fines, penalties, assessments, citations, directives, judgments, fees, costs, chargesdisbursements or other expenses of any kind or of any nature whatsoever (including, expensesreasonable attorneys’, damages consultants’, and liabilities whatsoever arising experts’ fees and disbursements actually incurred in connection with this Agreement and the other Facility Documents (except investigating, defending, settling or prosecuting any loss, expensedemand, claim, proceedingobligation, judgment suit or liability described in Section 11.2 other similar proceeding (collectively, “Indemnified Liabilities”) (except to the extent caused solely by the gross negligence or resulting from Taxeswillful misconduct of the Mortgagee) which may be imposed on, other than Taxes imposed incurred by or asserted or awarded against the Mortgagee because of (i) ownership of the Financing Agreements, the Mortgaged Property or receipt of any Rents; (ii) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Mortgaged Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iii) any use, non-Tax claims and Taxes for which specific indemnification is provided use or condition in, on or about the Mortgaged Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iv) any failure on Company’s part to perform or comply with any of the terms of the Financing Agreements; (v) the performance of any labor or services or the furnishing of any materials or other property in other sections respect of this Agreement)the Mortgaged Property; (vi) to the extent not covered by insurance, including, without limitation, those any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to actions taken Hazardous Materials or omitted asbestos; (vii) the Mortgaged Property’s failure to comply with any legal requirements; (viii) the occupation, condition, operation, service, design, maintenance or management of the Mortgaged Property; and (ix) any tax, duty, assessment or other charge imposed by any governmental authority on the making and recording of this Mortgage. Any Indemnified Liabilities payable to the Mortgagee because of the application of this Section 2.16 will be taken secured by this Mortgage and will become immediately due and payable and will bear interest at the Default Rate from the date such Indemnified Liability is sustained by the Agent Mortgagee until paid. The Company’s obligations and liabilities under this Section 2.16 will survive any termination, satisfaction or assignment of the Lenders contemplated hereby, reasonable legal fees Financing Agreements and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which exercise by the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect Mortgagee of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent rights or Lender and including any actremedies under the Financing Agreements including, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment acquisition of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected Mortgaged Property by foreclosure or a conveyance in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it lieu of foreclosure as to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesevents occurring prior thereto.

General Indemnity. Each Credit Party expressly declares Borrower agrees that while Lender has no liability to any person in tort or otherwise as lender and agrees as follows: that Lender is not an owner or operator of any Individual Property, each Borrower shall, at its sole expense, protect, defend, release, indemnify and hold harmless (a“indemnify”) the Agent and each of Indemnified Parties from any Losses (defined below) imposed on, incurred by, or asserted against the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect arising out of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to connection with the execution of its duties as Agent Property, Loan, or Lender and including any actDocuments; provided, deedhowever, matter or thing in relation to that (i) the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do indemnities shall not apply to any Losses caused by the extent gross negligence or willful misconduct of the Indemnified Parties and (ii) the foregoing indemnities shall not apply to any Losses that Borrower can conclusively prove (A) were caused solely by actions, circumstances, conditions, or events that occurred after the Agent date Lender (or any Lenderpurchaser at a foreclosure sale) actually acquired title to the Individual Property and (B) were not caused, contributed to, enhanced, or its respective employees exacerbated by the direct or indirect actions or inactions of Borrower or any partners, officers, members, shareholders, employees, or agents were grossly negligent or acted with wilful misconduct of Borrower. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses, Costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in relation to their obligations hereunderPrudential Loan Nos. This indemnity shall survive the termination of this Agreement 706109321 - 706109336 CNL BV Portfolio Amended and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.Restated Loan Agreement

General Indemnity. Each Credit Party expressly declares Lessee hereby agrees to indemnify, reimburse, defend and agrees hold harmless each Indemnitee on a net after-tax basis, as follows: provided in Section 10(e), within fifteen (a15) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower days after demand from and against any and all claimsclaims (whether or not based on strict liability), damages (whether direct, indirect, incidental, special or consequential), losses, charges, fees, liabilities, obligations, demands, lossessuits, actionsjudgments, causes of actionactions and other legal proceedings (whether civil or criminal), costspenalties, chargesfines, other sanctions, and any reasonable costs and expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)herewith, including, without limitation, those costs and expenses set forth in Section 21(j) hereof and reasonable attorney's fees and expenses of whatever kind or nature (any and all of which are hereafter referred to as "Claims") imposed on, or asserted by or against, or suffered or incurred by, any Indemnitee, from (and including) the Restatement Date, including, without limitation, injury, death or property damage of passengers, shippers and others, environmental control, noise and pollution regulations, which in any way may result from, pertain to, or arise in any manner out of, or are in any manner related to (1) the Operative Documents, the Purchase Documents or the Financing Documents, or any of the transactions contemplated thereby; (2) the Engine or any Part thereof, including, but not limited to, (A) the importation, exportation, condition, manufacture, design, purchase, ownership, registration, reregistration, deregistration (other than any deregistration caused by the failure of the registered owner of the Engine to be a "citizen of the United States" as defined under the Federal Aviation Act and the regulations -75- 76 for Lessee's liability with respect to Taxes), (iv) any Claim which relates solely to events which occurred prior to (but excluding) the Restatement Date (other than Claims related to the condition, manufacture or design of the Engine), (v) an underlying act which occurs after the Engine has been returned to Lessor in accordance with the terms hereof and the Term of this Lease has been terminated or has expired and the return is not related to an Event of Default, (vi) an underlying act which occurs after a disposition or other transfer (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Engine, or any Part, or in the Financing Documents, the Purchase Documents or the Operative Documents, except as contemplated under or pursuant to the Operative Documents, the Financing Documents or the Purchase Documents and except as resulting from the exercise of its remedies during the period while an Event of Default has occurred and is continuing and prior to the time such Indemnitee has received payment of all amounts owing to it hereunder and except any Claim which is alleged or does relate to the period prior to such disposition or (vii) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Financing Documents, the Purchase Documents or the Operative Documents, which amendments, supplements, waivers or consents were not requested by Lessee or are not required to give effect to the provisions of the Operative Documents, the Financing Documents or the Purchase Documents (provided, however, in no event will Lessee be liable for any Claims resulting from, pertaining to or arising out of from or related to actions taken Lessor's granting or omitted to be taken by the Agent creating a Lessor's Lien or the Lenders contemplated herebygranting or creation of a Head Lessor's Lien). Upon full payment of the indemnities herein, reasonable legal fees Lessee shall be subrogated to all rights and disbursements remedies which such Indemnitee may have against any third party against whom such Indemnitee has the right to assert a Claim which arises under any action described in this Section 13 (except Claims under such Indemnitee's own insurance policies or under the indemnification provisions of any of the Financing Documents). Without limiting Lessee's liability under this Section 13, Lessee hereby waives and releases any Claim now or hereafter existing against any Indemnitee, on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement account of this indemnity, which the Agent any Claims for or the Lenders may suffer on account of or incur, whether at law arising or in equity, in any way caused by connected with injury to or arising, directly death of personnel of Lessee or indirectly, in respect loss or damage to property of Lessee or the loss of use of any act, deed, matter property which may result from or thing whatsoever made, done, acquiesced arise in or omitted in or about any manner out of or in relation to the execution of its duties importation, exportation, ownership, purchase, registration, reregistration, deregistration (except as Agent to Owner Participant or Lender Lessor as -76- 77 and including any act, deed, matter or thing in relation to the registrationextent such Indemnitee is responsible under the Refunding Agreement for Claims related to such deregistration), perfectiondelivery, release non-delivery, assignment, leasing, subleasing, manufacture, acceptance, rejection, possession, return, financing, performance, modification, maintenance, condition, use, operation, pooling, interchange, repair, testing, sale, return or discharge other disposition of security. The foregoing provisions the Engine or any Part thereof, either in the air or on the ground, or which may be caused by any defect in the Engine or such Part from the material or any article used therein or from the design or testing thereof, or use thereof or from any maintenance, service, repair, overhaul, or testing of this subsection do the Engine or such Part, claims for infringement, loss of or injury to any person, loss of or damage to any property or environmental damage, regardless of when such defect may be discovered, whether or not apply the Engine or such Part is at the time in the possession of Lessee, and regardless of the location of the Engine at any such time except to the extent that such Claim results from (i) the Agent gross negligence or willful misconduct of such Indemnitee (except any such gross negligence or willful misconduct as may be attributed to an Indemnitee due to its interest in the Engine, any Operative Document, any Purchase Document or any LenderFinancing Document), (ii) the material breach of any of its express representations, warranties or covenants hereunder, under any other Operative Document or Financing Document (not resulting from a breach by Lessee of any of its representations, warranties or covenants in the Operative Documents or in the Financing Documents), (iii) any Taxes, whether or not Lessee is required to indemnify such Taxes under Section 10 hereof or the Tax Indemnification Agreement (it being understood that Section 10 hereof and the Tax Indemnification Agreement exclusively provide for Lessee's liability with respect to Taxes), (iv) any Claim which relates solely to events which occurred prior to but excluding the Restatement Date (other than Claims related to the condition, manufacture or design of the Aircraft) and any Claim concerning payment for or the ownership of Buyer Furnished Equipment, (v) an underlying act which occurs after the Aircraft has been returned to Lessor in accordance with the terms hereof and the Term of this Lease has been terminated or has expired and the return is not related to an Event of Default, (vi) an underlying act which occurs after a disposition or other transfer (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Aircraft, the Airframe, any Engine, or any Part, or in the Financing Documents, the Purchase Documents or the Operative Documents (except as contemplated under or pursuant to the Operative Documents, the Financing Documents or the Purchase Documents and except as resulting from the exercise of its respective employees remedies during the Each Indemnitee shall, at Lessee's sole cost and expense and with Lessee's cooperation, be entitled to conduct the defense of any Claim against it; provided, however, that Lessee shall, at the request of any Indemnitee and, so long as no Event of Default has occurred and is continuing, assume and conduct promptly and diligently, at its sole cost and expense, the defense of such Indemnitee against any Claim of a third party with counsel reasonably acceptable to such Indemnitee; and provided, further, however, that Lessee shall have the right as well as the obligation to assume such defense to the extent required under the terms of the applicable insurance policies so long as no Default or agents were grossly negligent Event of Default has occurred and is continuing. In the event Lessee shall so assume the defense of any Claim, such Indemnitee shall cooperate with Lessee in defending such Claim, but any expenses incurred by such Indemnitee in connection therewith shall either be paid by Lessee to such Indemnitee in advance, or acted reasonable security shall be provided by Lessee to such Indemnitee for such payments. Neither Lessee nor an Indemnitee shall enter into a settlement or other compromise with wilful misconduct respect to any Claim which Lessee or such Indemnitee is defending hereunder in relation excess of $100,000 without the prior written consent of the other, which consent shall not be unreasonably withheld. Each Indemnitee agrees to their give Lessee prompt notice of any Claims by a third party hereunder following such Indemnitee's actual knowledge of such Claims by third parties, but the failure of such Indemnitee to give the notice required by this Section 13 shall not constitute a release by Lessor or such Indemnitee of, or reduce, any of the obligations hereunderor liabilities of Lessee to such Indemnitee in respect of any such Claim or otherwise affect the obligations or liabilities of Lessee to any Indemnitee in respect of any such Claim, except to the extent that Lessee's ability to control the defense thereof where Lessee An Indemnitee or Lessee shall supply the other with such information requested by the other as is reasonably necessary or advisable for the other to control the defense of a Claim to the extent permitted by this Section . This indemnity Nothing in this Section shall survive be construed as a guaranty by Lessee of payments due pursuant to any indebtedness incurred with respect to the purchase of the Engine or of the residual value of the Engine. Notwithstanding anything herein or in any other Operative Document to the contrary, with respect to any Claim for which any Indemnitee is entitled to indemnification under more than one provision of this Lease or any other Operative Document, such Indemnitee shall be entitled to recovery for such Claim only pursuant to one such provision as it may select in its sole discretion (and, for the avoidance of doubt, such Indemnitee shall not be entitled to any double recovery for the same Claim). The indemnities contained in this Section 13 shall continue in full force and effect notwithstanding the expiration or other termination of this Agreement and repayment Lease or any of the Facility; and (b) other Operative Documents and are expressly made for the Agent and the Lenders may act and rely benefit of and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed enforceable by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partieseach Indemnitee.

General Indemnity. Each Credit Party The Borrower expressly declares and agrees as follows: (a) the Agent each Finance Party, its partners and each of the Lenders, its and their respective directors, officers, employees, and agents, agents and all of their respective representatives, heirs, successors and assigns (collectively collectively, the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections othersections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders Finance Parties contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders Finance Party may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender Finance Party and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, Finance Party or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment or the resignation, replacement or termination of the FacilityFinance Party; and (b) the Agent and the Lenders each Finance Party may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile email or other electronic or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.

General Indemnity. 16.5.1 Each Credit Borrower agrees at all times to pay promptly all costs and expenses of or arising from the matters referred to below and to indemnify and hold harmless each Indemnified Party expressly declares from and agrees as followsagainst all Losses: (a) relating to, or arising directly or indirectly in any manner or for any cause or reason whatsoever out of, the Agent and each of the Lendersdesign, their respective directorsmanufacture, officerstesting, employeespurchase, and agentssale, and all of their respective representativesdelivery, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claimsimport, demandsexport, lossesregistration, actionsownership, causes of actionpossession, costscontrol, chargesuse, expensesoperation, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any leasing, insurance, reinsurance, maintenance, repair, refurbishment, condition, service, overhaul, modification, change, alteration, loss, expensedamage, claimremoval, proceedingstorage or re- delivery of, judgment in or liability described in Section 11.2 to the Aircraft, or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred otherwise in connection with the enforcement Aircraft, or relating to loss or destruction of this indemnityor damage to any property, which the Agent or the Lenders may suffer death or incurinjury of, or other loss of whatsoever nature suffered by, any person caused by, relating to, or arising from or out of (in each case whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of ) any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; andabove matters; (b) which may at any time be made or brought on the Agent ground that any design, article or material in the Aircraft or the operation or use thereof constitutes an infringement of any patent or other intellectual property right; (c) which may at any time be incurred by such Indemnified Party in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of the Aircraft, or in securing the release of the Aircraft from any such occurrence; (d) representing costs, expenses or other amounts representing Losses which the Borrowers have agreed to pay and the Lenders may act and rely and which shall be protected in acting claimed from or paid by any Indemnified Party, and relying upon against any resolutionLosses incurred by any Indemnified Party by reason of any delay or failure of the Borrowers to pay any such costs, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile expenses or other paper amounts and/or which are otherwise sustained or electronic document believed incurred by it such Indemnified Party as a consequence of any default by the Borrowers in the due and punctual performance of any of its obligations under any of the Transaction Documents. 16.5.2 Subject to the prior written approval of the relevant Indemnified Party, the Borrowers shall be entitled to take, in the name of such Indemnified Party, action to defend or avoid any such Losses as are referred to in Clauses 16.5.1(a), (b) and (c) above or to recover the same from any third party, subject to the Borrowers first ensuring that the relevant Indemnified Party is indemnified and secured to its reasonable satisfaction against all Losses thereby incurred or to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesincurred.

General Indemnity. Each Credit Party expressly declares 18.1.1. The Developer shall indemnify and agrees as follows: (a) keep indemnified and other wise hold harmless, the Agent NRANVP, its agents and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demandsdemands made against and/or loss caused and/or damages suffered and/or cost, lossescharges/expenses incurred to and/or penalty levied and/or any claim due to injury to or death of any person and/or loss or damage caused or suffered to property owned or belonging to the NRANVP, actionsits agents and employees or third party as a result of any acts, causes deeds or thing done or omitted to be done by Developer or as a result of failure on the part of the Developer to perform any of its obligations under this agreement or on the Developer committing breach of any of the terms and conditions of this Agreement or on the failure of the Developer to perform any of its statutory duty and/or obligations or as a consequence of any notice, action, costssuit or proceedings, chargesgiven initiated, expensesfiled or commenced by consignee or owner of goods or vessel owner/agent or its employees or any third party or Government Authority or as a result of any failure or negligence or default of the Developer or its Contractor(s), damages and liabilities whatsoever arising sub-contractor(s) or employees, servants, agents of such Contractor(s), sub- contractor(s) and/or invitees as the case may be, in connection with or arising out of this Agreement and/or arising out of or, in connection with the Developer's use and occupation of NRANVP's Asset and/or construction, operation and maintenance of the other Facility Documents Project 18.1.2. Without limiting the generality of Article 18.1 the Developer shall fully indemnify and defend NRANVP including its officers, servants and agents (except the "NRANVP Indemnified Persons") from and against any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those all loss and damages arising out of or with respect to (a) failure of the Developer to comply with applicable Laws and Approvals, (b) payments of taxes relating to the Developer, Developers, suppliers and representatives, income or other taxes required to be Paid by the Developer without reimbursement hereunder, or (c) non-payment of amounts due as a result of materials or services furnished to the Developer or any of its Contractors which are payable by the Developer or any of its Contractors. 18.1.3. Without limiting the generality of the provisions of this Article 18, the Developer shall fully indemnify, and defend the NRANVP Indemnified Persons from and against any and all damages which the NRANVP Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Developer or by the Developer's contractors in performing the Developer's obligations or in any way incorporated in or related to actions taken the Project. If in any such suit, claim or omitted proceedings, a temporary restraint order or preliminary injunction is granted, the Developer shall make every reasonable effort, by giving a satisfactory bond or otherwise, to be taken by secure the Agent suspension of the injunction or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equityrestraint order. If, in any way caused by such suit claim or arisingproceedings, directly the Project, or indirectlyany part, thereof or comprised therein is held to constitute an infringement and its use is permanently enjoined, the Developer shall promptly make every reasonable effort to secure for NRANVP license, at no cost to the NRANVP, authorizing continued use of the infringing work. If the Developer is unable to secure such license within a reasonable time, the Developer shall, at its own expense and without impairing the specifications and standards either replace the affected work, or part, or process thereof with non- infringing work or parts or process, or modify the same so that it becomes non-infringing. 18.1.4. In the event that NRANVP receives a claims from a third party in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation which it is entitled to the execution benefit of its duties as Agent an indemnity under this Article 18 ("Indemnified Party") it shall notify the Developer ("Indemnifying Party") within 14 (fourteen) days of receipt of the claim and shall not settle or Lender and including any actpay the claim without the prior approval of the Indemnifying Party, deed, matter such approval not to be unreasonably withheld or thing in relation to delayed. In the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent event that the Agent Indemnifying Party wishes to contest or any Lenderdispute the claim, or its respective employees or agents were grossly negligent or acted with wilful misconduct it may conduct the proceedings in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment name of the Facility; and (b) Indemnified Party subject the Agent and the Lenders may act and rely and shall be protected in acting and relying upon Indemnified Party being secured against any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it costs involved to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesits reasonable satisfaction.

General Indemnity. Each Credit Party expressly declares Borrower agrees upon demand to pay or reimburse Lender for all liabilities, obligations and agrees as follows: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, out-of-pocket expenses, damages including Lender’s Expenses and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred of counsel for Lender from time to time arising in connection with the enforcement or collection of this indemnitysums due under the Loan Documents, which and in connection with any amendment or modification of the Agent Loan Documents or any “work-out” in connection with the Lenders Loan Documents. Borrower shall indemnify, reimburse and hold Lender, and each of its respective successors, assigns, agents, attorneys, officers, directors, equity holders, servants, agents and employees (each an “Indemnified Person”) harmless from and against all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may suffer be incurred or incursuffered by such Indemnified Person in connection therewith (including reasonable attorneys’ fees and expenses), whether at law fines, penalties (and other charges of any applicable Governmental Authority), licensing fees relating to any item of Collateral, damage to or in equityloss of use of property (including consequential or special damages to third parties or damages to Borrower’s property), in or bodily injury to or death of any way caused by person (including any agent or arisingemployee of Borrower) (each, a “Claim”), directly or indirectlyindirectly relating to or arising out of the use of the proceeds of the Loans or otherwise, in respect the falsity of any act, deed, matter representation or thing whatsoever made, done, acquiesced in warranty of Borrower or omitted in Borrower’s failure to comply with the terms of this Agreement or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of securityother Loan Document. The foregoing provisions indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of this subsection do not apply equipment or product included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any Claim resulting from the presence on or under or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the premises owned, occupied or leased by Borrower, including any Claims asserted or arising under any Environmental Law, (iv) any Claim for negligence or strict or absolute liability in tort, or (v) any Claim asserted as to the extent that the Agent or arising under any Account Control Agreement or any LenderLandlord Agreement; provided, however, Borrower shall not indemnify any Indemnified Person for any liability incurred by an Indemnified Person as a direct and sole result of an Indemnified Person’s gross negligence or its respective employees willful misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement Agreement. Upon Lender’s written demand, Borrower shall assume and repayment diligently conduct, at its sole cost and expense, the entire defense of the Facility; and (b) the Agent Lender, each of its members, partners, and the Lenders may act each of their respective, agents, employees, directors, officers, equity holders, successors and rely and assigns against any indemnified Claim described in this Section 10.3(a). Borrower shall not settle or compromise any Claim against or involving Lender without first obtaining Lender’s written consent thereto, which consent shall not be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesunreasonably withheld.

General Indemnity. Each Credit Party expressly declares The Tenant shall pay and agrees as follows: (a) indemnify and save the Agent Issuer and each of the Lenders, Trustee and their respective members, directors, officers, employees, employees and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved agents harmless by the Borrower from and against all claimsloss, demandsliability, losses, actions, causes damage or expense arising out of action, costs, charges, expenses, damages the issuance of the Bonds and liabilities whatsoever arising in connection with the execution of this Agreement Lease and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)Financing Documents, including, without limitationbut not limited to, those arising out of claims for loss or related damage to actions taken any property or omitted injury to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect death of any actperson, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented asserted by or on behalf of any person, firm, corporation or governmental authority arising out of or reasonably connected with the proper party Project, or partiesthe conditions, occupancy, use, possession, conduct or management of, or any work done in or about, the Project. The Tenant shall also pay and indemnify and save the Issuer and the Trustee and their respective members, directors, officers, employees and agents harmless of, from and against, all costs, reasonable counsel fees (to the extent permitted by law), expenses and liabilities incurred by them in any action or proceeding brought by reason of any claim, demand, expense, penalty, fine or judgment. If any action or proceeding is brought against the Issuer or the Trustee or their respective members, directors, officers, employees or agents by reason of any such claim or demand, the Tenant, upon notice from the Issuer or the Trustee, covenants to defend such action or proceeding on demand of the Issuer or the Trustee or their respective members, directors, officers, employees or agents. The Tenant shall also pay and indemnify the Issuer and the Trustee from and against, all costs, expenses and charges, including reasonable counsel fees (to the extent permitted by law), incurred after default of the Tenant in enforcing any covenant or agreement of the Tenant contained in this Lease, the Indenture or any other Financing Documents. Notwithstanding the foregoing, the Tenant shall have no obligation or liability to indemnify the Issuer or the Trustee or their respective members, directors, officers, employees and agents against claims or liability for damages caused by or resulting from the negligence, willful misconduct or breach of contract of such indemnitee or any member, director, officer, employee or agent thereof.

General Indemnity. Each Credit Party expressly declares Subject to section 4 hereof, the Indemnitor agrees to indemnify and agrees as followssave the Indemnitee harmless from and against: (a) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, any and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, fees, damages or liabilities, regardless of when they arose and liabilities whatsoever howsoever arising and whether arising in law or in equity or under statute, regulation or governmental ordinance of any jurisdiction, common law or otherwise (including legal or other professional fees), and whether incurred alone or jointly with others, which the Indemnitee may suffer, sustain, incur or be required to pay arising out of, in connection with this Agreement and the other Facility Documents (except or incidental to any lossaction, expensesuit, claimdemand, proceeding, judgment investigation or liability described in Section 11.2 claim which may be brought, commenced, made, prosecuted or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes threatened against the Indemnitee (any of the same hereinafter being referred to as a "Claim") for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever done, made, done, acquiesced in or omitted in or about permitted or in relation respect of any omission to the execution of its duties as Agent do, make or Lender and including permit any act, deed, matter or thing whatsoever required or desirable to do, make or permit, by the Indemnitee arising out of, in connection with or incidental to the management, operations, activities or affairs of the Indemnitor or the exercise by the Indemnitee of her powers or the performance of her duties as an officer of the Indemnitor, whether sustained or incurred by reason of her negligence, default, breach of duty, failure to exercise due diligence or otherwise in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; andIndemnitor; (b) any and all costs, charges, expenses, fees, damages or liabilities which the Agent Indemnitee may suffer, sustain or incur or be required to pay in connection with investigating, initiating, defending, preparing for, providing evidence in, instructing and receiving the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile advice of her own or other paper counsel, or electronic document believed any amount paid to satisfy any judgment made, fine imposed, damages or costs or any amount paid or liability incurred by it the Indemnitee to be genuine settle any Claim, or any amount of tax assessed against the Indemnitee in respect of any indemnity under this Agreement; (c) that to the extent not satisfied, paid or reimbursed by the Indemnitor, the Indemnitor shall pay or reimburse the Indemnitee for any and all costs, charges, expenses, fees or liabilities the Indemnitee sustains, incurs or is required to have been signedpay in or in relation to the management, sent operations, activities or presented by or on behalf affairs of the proper party Indemnitor in the Indemnitee's capacity as an officer of the Indemnitor, whether or partiesnot incurred in connection with any Claim.

General Indemnity. Each Credit Party Lease is a net lease. Therefore, Lessee shall indemnify Lessor and its successors and assigns and each of their agents, officers, directors, members, managers, affiliates and employees (each an “Indemnitee”) against, and hold each such Indemnitee harmless from and against any and all Claims (other than to the extent such a Claim (i) results from the gross negligence or willful misconduct of such Indemnitee, (ii) is caused by or is attributable to Lessor’s breach of its express obligations or representations under this Lease, unless such breach is caused or results from a Default, (iii) is caused by or attributable to any voluntary sale, assignment, transfer or other disposition by such Indemnitee of the Equipment or any interest therein that is not a replacement thereof under this Lease or is otherwise not contemplated under the Lease, unless such sale, transfer or other disposition has resulted from or occurred following an Event of Default, (iv) is a claim which is expressly declares to be borne by Lessor under the terms of the Lease, (v) arises as a result of a Lessor’s Lien or (vi) comprises of any amounts ordinarily payable by Lessor under or in connection with any financing or refinancing of the Equipment), by paying (on an after-tax basis) or otherwise discharging same, when and agrees as follows: such Claims shall become due, including Claims arising on account of any Lease or the Equipment, or any part thereof, including the ordering, acquisition, delivery, installation or rejection of the Equipment, the possession, maintenance, use, condition, ownership or operation of any item of Equipment, and by whomsoever owned, used or operated, during the term of any Lease hereunder with respect to that item of Equipment, the existence of latent and other defects (whether or not discoverable by Lessor or Lessee), any claim in tort for negligence or strict liability, any claim for patent, trademark or copyright infringement, any claim for the loss, damage, destruction, removal, return, surrender, sale or other disposition of the Equipment or any item thereof, any claim arising from breach of any environmental law, or for whatever other reason whatsoever. It is the express intention of both Lessor and Lessee that the indemnity provided for in this Section includes the agreement by Lessee to indemnify the Indemnitees from the consequences of such Indemnitees’ own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and to further indemnify such Indemnitees with respect to Claims for which the Indemnitees are strictly liable. Lessor or the Indemnitee affected thereby, shall give Lessee prompt notice of any Claim hereby indemnified against and, subject to the rights of insurers under any applicable policies of insurance, Lessee shall be entitled to control the defense thereof, so long as no payment default, bankruptcy or insolvency default or Event of Default has occurred and is then continuing and such Claim does not involve the possibility of criminal sanctions on any Indemnitee. For the purposes of this Lease, the term “Claims” shall mean all claims, allegations, harm▇, ▇▇dgments, good faith settlements entered into, suits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for compensation, indemnification, reimbursement or otherwise), losses, penalties, fines, liabilities (including strict liability), charges that any Indemnitee has incurred or for which it is responsible, in the nature of interest, Liens (other than Lessor’s Liens), and costs (including reasonable attorneys’ fees and disbursements and any other reasonable legal or non-legal expenses of investigation or defense of any Claim, whether or not such Claim is ultimately defeated or incurred in enforcing the rights, remedies or indemnities provided for hereunder, or otherwise available at law or equity to Lessor), of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or against any person or entity; provided, however, Lessee’s indemnity obligation under this Section 15 shall exclude (a) the Agent and each any Claims that arise after Lessor or Lessor’s purchaser or lessee has taken possession of the LendersEquipment after termination of the Lease and which are not related to any act or omission of Lessee, their respective directors(b) Claims for taxes (it being agreed that Lessee’s indemnification obligations with respect to taxes are set forth in Sections 12 and 16), officers(c) Claims expressly excluded as set forth hereinabove. For avoidance of doubt, employees, and agents, and all of their respective representatives, successors and assigns the indemnity is not limited to claims by third parties (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims ordinary and Taxes for which specific indemnification is provided in other sections of this Agreementusual operating and overhead expenses), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply Section 15 with regard to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity matters arising during a Lease Term shall survive the expiration or termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiessuch Lease.

General Indemnity. Each Credit Party expressly declares Lessee hereby agrees to indemnify each ----------------- Indemnitee against, and agrees as follows: (a) the Agent to protect, save and keep harmless each of them from (whether or not the Lenderstransactions contemplated herein or in any of the other Operative Documents or, their respective on and after the Refinancing Date only, the Pass Through Documents are consummated), any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses and disbursements (including without limitation reasonable legal fees and expenses and Transaction Expenses to the extent not required to be paid by Lessor pursuant to Section 16 hereof and all costs and expenses relating to amendments, supplements, waivers and consents to and under the Operative Documents, but excluding internal costs and expenses such as salaries and overhead), of whatsoever kind and nature (collectively called "Expenses") imposed on, incurred by or asserted against any Indemnitee or any directors, officers, employees, servants or agents thereof, in any way relating to or arising out of or which would not have occurred but for (A) the Operative Documents, and, on and agentsafter the Refinancing Date only, each Pass Through Document (and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreementamendments thereto), including without limitation any breach by Lessee of any of its covenants contained therein, or any sublease or the enforcement of any of the terms [First Amended and Restated Participation Agreement (1989 I)] thereof, (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine, (C) the ownership, delivery, nondelivery, lease, sublease, possession, use, operation, maintenance, condition, sale, return or other disposition of, or any modification or alteration to, the Aircraft including, without limitation, those latent or other defects, whether or not discoverable, strict tort liability and any loss or damage to any property or the environment, death or injury to any person and any claim for patent, trademark or copyright infringement, (D) the offer, sale, holding, transfer or delivery of any Certificates or the Pass Through Certificates (on and after the Refinancing Date only), or any other certificates issued pursuant to Sections 17, 18 or 20 hereof or otherwise with Lessee's consent whether before, on or after the Delivery Date (the indemnity in this clause (D) to extend also to any person who controls an Indemnitee, its successors, assigns, employees, servants and agents within the meaning of Section 15 of the Securities Act of 1933, as amended), (E) the offer or sale of any interest in the Lessor Aircraft Assets or the Trust Estate or any similar interest on or prior to the Delivery Date, or (F) the offer or sale of any interest in the Japanese Lease or any similar interest on or prior to the Delivery Date; provided, that the foregoing indemnity shall not extend to any Expense resulting from or arising out of or related which would not have occurred but for one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or, on and after the Refinancing Date only, in any Pass Through Document being incorrect, or (2) the failure by such Indemnitee to actions taken perform or omitted observe any agreement, covenant or condition in any of the Operative Documents or, on and after the Refinancing Date only, in any Pass Through Document including, without limitation, the creation or existence of a Lessor Lien (including for this purpose Liens that would be Lessor Liens but for the proviso to be taken the definition of Lessor Liens), or (3) the willful misconduct or the gross negligence of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Aircraft), or (4) a disposition (voluntary or involuntary) by Lessor of all or any part of its interest in the Airframe or any Engine (other than as contemplated by the Agent Lease or the Lenders contemplated herebyTrust Indenture), reasonable legal fees a disposition (voluntary or involuntary) by such Indemnitee of all or any part of such Indemnitee's interest in the Airframe, any Engine or in the Operative Documents other than during the continuance of an Event of Default under the Lease, or (5) except as provided in the two immediately following paragraphs of this Section 7(c), any Tax (as defined in Section 7(b) hereof) whether or not Lessee is required to indemnify for such Tax pursuant to Section 7(b) hereof (it being understood that Section 7(b) hereof, the two immediately following paragraphs of this Section 7(c) and disbursements on the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) the offer or sale by Lessor after the Delivery Date of any interest in the Trust Estate or any similar interest, unless such offer or sale shall occur, but only to the extent that Lessor has not received payment in full of the Termination Value, Stipulated Loss Value and all other amounts then owed to Lessor under the Operative Documents, (A) during a solicitor period when an Event of Default has occurred and client basis and reasonable costs and expenses incurred is continuing under the Lease at the time of such offer or sale; provided, however, that in regard to an Event of Default described in Section 14(a) of the Lease not before the earlier of (x) notice to Lessee of such Event of Default, or (y) the written declaration of Default under Section 15 of the Lease, or (B) in connection with the enforcement termination of the Lease or action or [First Amended and Restated Participation Agreement (1989 I)] direction of the Lessee pursuant to Sections 8, 9 or 10 thereof, or (7) in the case of the Indenture Trustee, in its individual capacity, and the successors and assigns thereof, a failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts received and distributable by it thereunder or, in the case of a Certificate Holder, a failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts received and distributable by it thereunder to such Certificate Holder or, on and after the Refinancing Date only, a failure on the part of any Pass Through Trustee to distribute in accordance with the applicable Pass Through Trust Agreement any amounts received and distributable by such Pass Through Trustee under such Pass Through Trust Agreement, or (8) so long as no Default or Event of Default shall have occurred and be continuing, the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents or any Pass Through Document (on and after the Refinancing Date only) which amendments, supplements, waivers or consents (a) do not require or receive the approval of Lessee pursuant to the terms of the Operative Documents or any Pass Through Document and (b) are not required pursuant to the terms of the Operative Documents or, on and after the Refinancing Date only, any Pass Through Document, or (9) any loss of tax benefits or increase in tax liability under any tax law whether or not Lessee is required to indemnify therefor pursuant to this Agreement or the Tax Indemnity Agreement (it being understood that Section 7(b) hereof, the two immediately following paragraphs of this indemnitySection 7(c) and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (10) except to the extent fairly attributable to acts or events occurring prior thereto, acts or events which occur after the Agent earlier of: (I) the return of possession of the Airframe or any Engine or any Part to Lessor or its designee pursuant to the Lenders may suffer or incur, whether at law or in equityterms of the Lease (other than pursuant to Section 15 thereof, in which case Lessee's liability under this Section 7(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the 30th day beyond the end of the Term if Lessor shall have furnished the notice referred to in Section 10(d) of the Lease and Lessee shall have failed to return possession to Lessor on such day or (IV) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss with respect to the Aircraft, or (11) any way caused by other Expense which any Person has expressly agreed to bear pursuant to any of the Operative Documents. Lessee further agrees that any payment or arising, directly or indirectly, indemnity pursuant to this Section 7(c) in respect of any act"Expenses" shall be in an amount which, deedafter deduction of all Taxes required to be paid by an Indemnitee with respect to such amount under the laws of any federal, matter state or thing whatsoever madelocal government or taxing authority in the United States, doneor under the laws of any taxing authority or governmental subdivision of a foreign country, acquiesced in or omitted in any territory or about possession of the United States or in relation any international authority, shall be equal to the execution excess, if any, of its duties as Agent (A) the amount of such Expense over (B) the current net reduction in Taxes required to be paid by such Indemnitee resulting from the accrual or Lender payment of such Expense. [First Amended and Restated Participation Agreement (1989 I)] If, by reason of any Expense payment made to or for the account of an Indemnitee by Lessee pursuant to this Section 7(c), such Indemnitee subsequently realizes a tax deduction or credit (including foreign tax credit and any actreduction in Taxes) not previously taken into account in computing such payment, deedsuch Indemnitee shall promptly pay to Lessee, matter or thing in relation but only if Lessee shall have made all payments then due and owing to such Indemnitee under the Operative Documents, an amount equal to the registrationsum of (I) the actual reduction in Taxes, perfectionif any, release realized by such Indemnitee which is attributable to such deduction or discharge credit and (II) the actual reduction in Taxes realized by such Indemnitee as a result of security. The foregoing provisions of any payment made by such Indemnitee pursuant to this subsection do sentence; provided, however, that such Indemnitee shall not apply be obligated to make any payment pursuant to this Section 7(c) to the extent that the Agent amount calculated pursuant to (I) above would exceed (x) the amount of all prior Expense payments net of any amount paid in respect of Taxes required to be paid by such Indemnitee in respect of the receipt or accrual of such amounts received by such Indemnitee from Lessee pursuant to this Section 7(c), less (y) the portion of all prior payments computed pursuant to (I) above by such Indemnitee to Lessee hereunder. Any subsequent loss, disallowance or reduction of any tax benefit for which an Indemnitee has made a payment to Lessee under this paragraph (or which was otherwise taken into account in computing Lessee's indemnity obligation) shall be treated as a Tax for which Lessee is obligated to indemnify such Indemnitee pursuant to Section 7(b) without regard to Sections 7(b)(ii) or 7(b)(iv). Nothing in this Section 7(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Certificates or the Pass Through Certificates (on and after the Refinancing Date only) or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly, upon receiving such notice, give notice of such claim to Lessee; provided that the failure to provide such notice shall not release Lessee from any of its obligations to indemnify hereunder, and no payment by Lessee to an Indemnitee pursuant to this Section 7(c) shall be deemed to constitute a waiver or release of any right or remedy which the Lessee may have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give Lessee such notice. Lessee shall be entitled, at its sole cost and expense, and without cost, on an after-tax basis, to Lessor, acting through counsel reasonably acceptable to the respective Indemnitee, (A) in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Documents, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its best efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at Lessee's sole expense, to participate therein. Notwithstanding any of the [First Amended and Restated Participation Agreement (1989 I)] foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any Default or Event of Default shall have occurred and be continuing or if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Aircraft or the Trust Indenture Estate or any Lenderpart thereof or any risk of criminal liability or material risk of civil liability to any Indemnitee unless Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitee in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 7(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its respective employees right to be indemnified with respect to such Expense under this Section 7(c). Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or agents were grossly negligent advisable for the Indemnitee to control or acted with wilful misconduct participate in relation any proceeding to their obligations hereunderthe extent permitted by this Section 7(c). This indemnity Upon payment of any Expense pursuant to this Section 7(c), Lessee, without any further action, shall survive be subrogated to any claims the termination of this Agreement and repayment Indemnitee may have relating thereto other than claims under Section 9.06 of the Facility; and Trust Indenture. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. In the event that Lessee shall have paid an amount to an Indemnitee pursuant to this Section 7(c), and such Indemnitee subsequently shall be reimbursed in respect of such indemnified amount from any other person, such Indemnitee shall promptly pay Lessee, but not before Lessee shall have made all payments then due to such Indemnitee pursuant to this Section 7(c) and any other payments then due under any of the Operative Documents, an amount equal to the sum of (bI) the Agent amount of such reimbursement, including interest received attributable thereto, net of taxes required to be paid by such Indemnitee as a result of any refund or interest received and (II) any tax benefit realized by such Indemnitee as a result of any payment by such Indemnitee made pursuant to this sentence, provided, however, that such amount attributable to (I) above shall not be in excess of the Lenders may act and rely and amount of such Expense payment net of any amount paid in respect of Taxes required to be paid by such Indemnitee in respect of the receipt or accrual of such payment or advance made by Lessee to such Indemnitee plus interest received, if any, from the relevant taxing authority with respect to any such Expense payment, it being intended that such Indemnitee shall be protected in acting and relying upon realize a net benefit pursuant to this Section 7(c) only if Lessee shall first have been reimbursed for any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed payments by it to be genuine such Indemnitee pursuant to this Section 7(c). [First Amended and Restated Participation Agreement (1989 I)] Lessee agrees to have been signed, sent or presented by or on behalf pay the reasonable fees and expenses of the proper party or parties.Indenture Trustee (including, but not limited to, the reasonable fees and expenses of its counsel and any agent appointed in accordance with Section 9.02(c) of the Tr

General Indemnity. Each Credit Party expressly declares Subject to the limitations contained in Sections 8.6.1 and 8.6.2, the Stockholder hereby agrees as follows: to indemnify the Purchaser and its affiliates (a) including after the Agent Closing, the Company), and each of the Lenders, their respective directorsstockholders, officers, directors, employees, and agents, and all of their respective representatives, successors and assigns (collectively other than the “Stockholder) (individually a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties”") will at against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to pay on behalf of or reimburse the Purchaser Indemnified Parties as and when incurred for, any and all times be indemnified and saved harmless by the Borrower from and against all claimsliabilities (including liabilities for Taxes), obligations, losses, damages, penalties, demands, lossesclaims, actions, causes of actionsuits, judgments, settlements, penalties, interest, out-of-pocket costs, chargesexpenses and disbursements (including reasonable costs of investigation, expensesand reasonable attorneys', damages accountants' and liabilities whatsoever arising expert witnesses' fees) of whatever kind and nature (collectively, "Losses"), that may be imposed on or incurred by the Purchaser Indemnified Parties as a consequence of, in connection with this Agreement and the other Facility Documents (except any losswith, expenseincident to, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those or arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused related to or by virtue of: (a) any misrepresentation, inaccuracy or arising, directly or indirectly, in respect breach of any act, deed, matter warranty or thing whatsoever made, done, acquiesced representation contained in or omitted in or about Article III hereof or in relation any certificate delivered by the Stockholder at the Closing; (b) any breach or failure by the Stockholder to comply with perform or discharge any obligation, agreement or covenant by the Stockholder contained in this Agreement; (c) any litigation, claim or other item disclosed on Schedule 3.10 to this Agreement; (d) any litigation, claim or other item disclosed on Schedule 3.19.6 to this Agreement; or (e) the Company's EPU Program as described on Schedule 3.3.2, including any litigation or claim relating to the execution of its duties as Agent EPU Program or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesCompany's obligations thereunder.

General Indemnity. Each Credit Party expressly declares Subject to Section 8.3, from and agrees as followsafter the Effective Date: (a) The Seller and the Agent Parent hereby agree to, jointly and each severally, indemnify, defend and hold harmless the Buyer and its Affiliates and its and their directors, managers, trustees, officers, agents and employees (the “Buyer Indemnified Parties”) from, against and in respect of all Losses suffered or incurred by the Buyer Indemnified Parties to the extent arising out of or resulting from (i) any breach of any of the Lendersrepresentations or warranties (in each case, when made) of the Seller or the Parent in this Agreement (including the Bill of Sale [***]) and (ii) any breach of any of the covenants or agreements of the Seller or the Parent in this Agreement (including the Bill of Sale [***]); provided, however, that the foregoing shall exclude any indemnification to any Buyer Indemnified Party to the extent resulting from the gross negligence, willful misconduct, or fraud of any Buyer Indemnified Party. (b) The Buyer hereby agrees to indemnify, defend and hold harmless the Seller and its Affiliates and its and their respective directors, officers, employees, agents and agents, and all of their respective representatives, successors and assigns employees (collectively the “Seller Indemnified Parties”) will at from, against and in respect of all times be indemnified and saved harmless Losses suffered or incurred by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and Seller Indemnified Parties to the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those extent arising out of or related to actions taken resulting from (i) any or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect breach of any actof the representations or warranties (in each case, deedwhen made) of the Buyer in this Agreement (including the Bill of Sale) or (ii) any breach of any of the covenants or agreements of the Buyer in this Agreement (including the Bill of Sale); provided, matter or thing whatsoever madehowever, done, acquiesced in or omitted in or about or in relation that the foregoing shall exclude any indemnification to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply Seller Indemnified Party to the extent that resulting from the Agent or any Lendergross negligence, willful misconduct, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination fraud of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesSeller Indemnified Party.

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) The Company hereby assumes liability for, and does hereby agree, whether or not any of the Agent transactions contemplated hereby are consummated, to indemnify, protect, save, defend, exonerate, pay and hold harmless Arabica, each Registered Holder, each Person claiming by or through any Registered Holder, and each of the Lenders, their respective officers, directors, officersstockholders, employeessuccessors, assigns, agents and servants, and agents, and all any beneficiaries of their respective representatives, successors and assigns any of the foregoing (collectively the each such party may be referred to herein as an “Indemnified PartiesParty”) will on a net after-tax basis (at all times be indemnified the then highest marginal federal and saved harmless by the Borrower applicable state, local and foreign income tax rates) from and against any and all obligations, fees, liabilities, losses, interest, damages, punitive damages, penalties, fines, claims, demands, losses, actions, causes of actionsuits, costsjudgments, chargesinvestigations, proceedings, costs and expenses, damages including without limitation reasonable legal fees and liabilities expenses (including without limitation such legal fees and expenses or disbursements of any kind or nature whatsoever arising incurred in connection with the execution, delivery, performance and enforcement of this Agreement and the other Facility Documents (except Lease/Purchase Documents, or any lossamendment, expensesupplement or modification of, claim, proceeding, judgment or liability described any waiver or consent in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims connection thereof and Taxes for which specific indemnification is provided in other sections of this Agreementany agreement related to the foregoing), includingof every kind and nature whatsoever imposed on, without limitationincurred by, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equityasserted against any Indemnified Party, in any way caused relating to or arising out of the Assets or the performance by Arabica or arisingany Indemnified Party of its obligations hereunder, directly under any agreement related hereto or indirectlyunder any guaranty or the Company Security Documents relating to the obligations of the Company hereunder, except as otherwise provided herein, or (i) the manufacture, construction, ordering, purchase, acceptance or rejection, ownership, delivery, leasing, re-leasing, subleasing, licensing, re-licensing, sublicensing, possession, use, operation, maintenance, storage, registration or re-registration, titling or re-titling, licensing or re-licensing, documentation, removal, return, sale (including without limitation sale by an Indemnified Party to the Company pursuant to the terms hereof) or other applications or dispositions thereof, including without limitation any of such as may arise from (A) loss or damage to any property or death or injury to any Person, (B) patent or latent defects in respect the Assets (whether or not discoverable by the Company or any Indemnified Party), (C) any claims based on strict liability in tort or otherwise, (D) any claims based on patent, trademark or copyright infringement attributable to the use, possession or operation of the Assets by the Company, and (E) any actclaims based on liability arising under any applicable environmental or noise or pollution control law or regulation, deed(ii) any failure on the part of the Company to perform or comply with any of the terms of this Agreement or any document, matter instrument, agreement or thing whatsoever made, done, acquiesced contract entered into in relation hereto or omitted in or about or otherwise in relation to the execution Assets but excluding any claim based upon any failure on the part of an Indemnified Party to comply with its duties as Agent obligations under this Agreement or Lender and including any actdocument, deedinstrument, matter agreement or thing contract entered into by such Indemnified Party in relation hereto or otherwise in relation to the registrationAssets or (iii) any claims, perfectionencumbrances, release security interests, liens or discharge legal processes regarding such Indemnified Party’s title to or interest in the Assets attributable to the Company’s use of securitythe Assets. The foregoing provisions Company shall not be required to indemnify any Indemnified Party for any claims resulting from acts which would constitute the willful misconduct or gross negligence of this subsection do not apply such Indemnified Party. The Company shall give each Indemnified Party prompt notice of any occurrence, event or condition known to the extent that the Agent Company as a consequence of which any Indemnified Party is or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation is reasonably likely to their obligations be entitled to indemnification hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and. (b) the Agent The indemnification provided in this Section 17 shall specifically apply to and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile include claims or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented actions brought by or on behalf of employees of the proper party Company and the Company hereby expressly waives, as against any Indemnified Party, any immunity to which the Company may otherwise be entitled under any industrial or parties.worker’s compensation laws. The Company shall promptly upon request of any such Indemnified Party (but in any event within 30 days of such request) reimburse such Indemnified Party for amounts expended by it in connection with any of the foregoing or pay such amounts directly. The Company shall be subrogated to an Indemnified Party’s rights in any matter with respect to which the Company has actually reimbursed such Indemnified Party for amounts expended by it or has actually paid such amounts directly pursuant to this Section 17. If any action, suit or proceeding is brought against any Indemnified Party in connection with any claim indemnified against hereunder, such Indemnified Party will, after receipt of notice of the commencement of such action, suit or proceeding, notify the Company thereof, enclosing a copy of all papers served upon such Indemnified Party. The Company may, and upon such Indemnified Party’s request will, at the Company’s expense, resist and defend such action, suit or proceeding, or cause the same to be resisted or defended by counsel selected by the Company and reasonably satisfactory to such Indemnified Party and in the event of any failure by the Company to do so, the Company shall pay all costs and expenses (including without limitation reasonable attorney’s fees and expenses) incurred by such Indemnified Party in connection with such action, suit or proceeding. The provisions of this Section 17, and all of the indemnities and the obligations of the Company under this

General Indemnity. Each Credit Party expressly declares Charterer hereby assumes all liabilities arising out of the design, use, operation, navigation, condition, maintenance and agrees as follows: possession of the Vessel during the Term, including, but not limited to, any and all liability for personal injury, death or property damage (a) the Agent including pollution). Charterer shall hold harmless, defend and indemnify Owner, each Participant, and each of the Lenders, their respective officers, directors, officers, employees, and agents, and all of their respective representativesservants, successors and assigns (collectively the each, an “Indemnified PartiesPerson”), from any and all losses, damages, claims, penalties, liabilities and expenses whatsoever (including reasonable Attorneys’ Fees and litigation expenses), arising, either directly or indirectly: (a) will at out of any default or other breach by Charterer with respect to its obligations hereunder or under any Charter Document related hereto, (b) out of the design of the Vessel, or out of any defects in (including defects of design, material or workmanship) or the unseaworthiness of the Vessel (whether latent or patent), or (c) out of the use, operation, navigation, maintenance or possession of the Vessel by Charterer or any subcharterer during the Term of this Charter, including, but not limited to, any and all times be indemnified losses, damages, claims, penalties, liabilities and saved harmless expenses (including reasonable Attorneys’ Fees) arising out of, or incurred in connection with, any property damage, pollution (including all remedial and clean-up costs), or the personal injury or death of any Person, whether or not caused by the Borrower sole or concurrent negligence or strict liability of an Indemnified Person; provided, however, that Charterer shall not be required to indemnify any Indemnified Person for loss or liability resulting solely from and against all claimssuch Indemnified Person’s own gross negligence or willful misconduct, demands, losses, actions, causes or for any loss or liability relating to the Vessel arising out of action, costs, charges, expenses, damages and liabilities whatsoever arising acts or events that occur after redelivery of the Vessel in connection accordance with this Agreement Charter; and provided further that any indemnity owed by Charterer to an Indemnified Person under this Section arising out of the other Facility Documents (except design of the Vessel, or out of any lossdefects in or unseaworthiness of the Vessel, expenseshall not include any loss of value or utility of the Vessel due to such defects, claim, proceeding, judgment unless such defects were caused in whole or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections part by a breach by Charterer of this Agreement)its obligations hereunder, including, without limitation, those arising out the obligations of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees Charterer under Sections 7 and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement 13 of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesCharter.

General Indemnity. Each Credit Party expressly declares Subject to the waiver of claims set forth in Section 4.05, except to the extent arising from the negligence or willful misconduct of Landlord or Landlord’s agents, contractors or employees, Tenant shall defend, indemnify and agrees as follows: (a) hold harmless Landlord, Landlord’s lenders, managing agent, the Agent and each association of unit owners of the LendersReservoir ▇▇▇▇▇ Primary Condominium, The Prudential Life Insurance Company of America and their respective directorsmembers, managers, officers, employeesdirectors, and agents, and all of their respective representatives, successors and assigns employees (collectively the “Indemnified PartiesIndemnitees”) will at all times be indemnified and saved harmless by the Borrower from and against any and all claims, demands, lossesliabilities, damages, judgments, orders, decrees, actions, causes of actionproceedings, costsfines, chargespenalties, costs and expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, including without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis court costs and reasonable costs and expenses incurred attorneys’ fees, arising from or relating to (a) any third party claim for loss of life, or damage or injury to persons or property (i) occurring in connection with the enforcement Demised Premises or (ii) arising from the negligence or willful misconduct of Tenant (or any subtenant or other party acting under or through Tenant) or its agents, contractors, employees, or invitees in the common areas on or serving the Property or (b) any breach of this indemnityLease by Tenant (or any subtenant or other party acting under or through Tenant) or its agents, which the Agent contractors, employees, or the Lenders may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation invitees. Subject to the execution waiver of its duties as Agent or Lender and including any actclaims set forth in Section 4.05, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply except to the extent that arising from a breach of this Lease by Tenant or the Agent negligence or willful misconduct of Tenant (or any Lendersubtenant or other party acting under or through Tenant) or Tenant’s agents, contractors, employees, or invitees, Landlord shall defend, indemnify and hold harmless Tenant from and against any and all claims, demands, liabilities, damages, judgments, orders, decrees, actions, proceedings, fines, penalties, costs and expenses, including without limitation, court costs and reasonable attorneys’ fees, arising from or relating to any third party claim for loss of life, or damage or injury to a person or property caused by any negligence or willful misconduct by Landlord, its respective employees agents, employees, or agents were grossly negligent or acted with wilful misconduct contractors in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment common areas of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesProperty.

General Indemnity. Each Credit Party expressly declares A. Borrowers shall, at their sole cost and agrees as follows: (a) the Agent expense, protect, defend, indemnify, release and each of the Lendershold harmless Lender, their respective and its parents, subsidiaries, Affiliates, shareholders, partners, members, directors, officers, employees, trustees, representatives and agentsServicer and the heirs, and all of their respective legal representatives, successors and assigns of the foregoing (collectively collectively, the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower for, from and against (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to any Property and the Secured Obligations, the Second Mortgage Secured Obligations, the Third Mortgage Secured Obligations and the Pledge and Security Agreement Obligations, and (ii) any and all claims, demandssuits, lossesliabilities (including, without limitation, strict liabilities), administrative and judicial actions, causes proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of actionvalue of any Property), costs, expenses, fines, penalties, charges, expensesfees, damages judgments, awards, amounts paid in settlement, and liabilities whatsoever litigation costs of whatever kind or nature that may be asserted against, imposed on or incurred by Lender (including, without limitation, Lender’s reasonable attorneys’ fees and all other reasonable costs of defense) (collectively, the “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties (except to the extent same are directly caused by gross negligence or willful misconduct of any Indemnified Party) and directly or indirectly arising out of or in any way relating to any one or more of the following: (i) the Loan, the Loan Documents, the Affiliate Guaranty (Portfolio Borrowers), the Third Mortgages, the Secured Obligations, the Second Mortgage Secured Obligations, the Third Mortgage Secured Obligations, the Pledge and Security Agreement Obligations or the Loan Application, or the ownership of the Notes, any of the other Loan Documents, the Affiliate Guaranty (Portfolio Borrowers), the Third Mortgages or any interest therein or receipt of any Gross Revenue or arising in respect of the Accounts; (ii) any untrue statement of any material fact contained in any information concerning any Borrower, any Guarantor, any Borrower Control Person, any Property, the other Collateral or the Loan prepared or approved in writing by such Borrower, such Guarantor or such Borrower Control Person, or the omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information or in light of the circumstances under which it/he (as applicable) were made not misleading; (iii) any and all lawful action that may be taken and is taken by Lender, consistent with the terms hereof, in connection with the enforcement of the provisions of this Agreement, the Notes or any of the other Loan Documents, the Affiliate Guaranty (Portfolio Borrowers), the Third Mortgages or the Pledge and Security Agreement, whether or not suit is filed in connection with same, or in connection with any Borrower Control Person or any Affiliate of any Borrower Control Person becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (iv) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (v) any use or nonuse of or condition in, on or about any Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any failure on the part of Borrowers to perform or be in compliance with any of the terms of this Agreement or any of the other Loan Documents, the Affiliate Guaranty (Portfolio Borrowers), the Third Mortgages or the Pledge and Security Agreement; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of any Property or any part thereof pursuant to provisions of this Agreement; (viii) the failure of any Borrowers to file timely with the Internal Revenue Service an accurate Form 1▇▇▇-▇, ▇▇▇▇▇▇▇▇▇ for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Agreement Agreement; (ix) any failure of any Property to be in compliance with any Legal Requirement or Insurance Requirement; (x) the enforcement by any Indemnified Party of the provisions of this Section 5.1.4; and (xi) any and all claims and demands whatsoever that may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the other Facility Documents terms, covenants, or agreements contained in any Lease. (except A) shall become due and payable ten (10) days after written demand and shall bear interest at the Default Rate from the earlier of (i) the date any losssuch that any such amount was paid by Lender, and (ii) the tenth (10th) day after demand until paid, and shall constitute part of the Secured Obligations. B. Borrowers shall, at their sole cost and expense, claimprotect, proceedingdefend, judgment indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or liability described incurred by or asserted against any of the Indemnified Parties and directly or indirectly arising out of or in Section 11.2 or resulting from Taxes, other than Taxes imposed any way relating to any tax on non-Tax claims and Taxes for which specific indemnification is provided in other sections the making and/or recording of this Agreement, the Notes, the Mortgages or any of the other Loan Documents, the Affiliate Guaranty (Portfolio Borrowers), the Third Mortgages or the Pledge and Security Agreement (but excluding gross receipts, income, franchise and capital stock taxes). Borrowers shall, at their sole cost and expense, reimburse the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any of the Indemnified Parties and directly or indirectly arising out of or in any way relating to any tax on the making and/or recording of this Agreement, the Notes, the Mortgage or any of the other Loan Documents, the Affiliate Guaranty (Portfolio Borrowers), the Third Mortgages or the Pledge and Security Agreement (but excluding gross receipts, income, franchise and capital stock taxes). C. Borrowers shall, at their sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, excise taxes, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s reasonable discretion) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under the covenants of Borrower with respect to ERISA and employee benefits plans contained herein, including, without limitation, those arising out the breach by any Borrower of any representation or related to actions taken or omitted to be taken by the Agent warranty set forth in Section 4.1.18 or the Lenders contemplated herebybreach by any Borrower of any covenant contained in Section 5.1.15, Section 6.1.16 and/or Section 6.1.17. Borrowers shall, at their sole cost and expense, reimburse the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable legal attorneys’ fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement investigation, defense, and settlement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law Losses incurred in correcting any prohibited transaction or in equitythe sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in any way caused by or arisingLender’s reasonable discretion) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under the covenants of Borrower with respect to ERISA and employee benefits plans contained herein, including, without limitation, the breach by any Borrower of any representation or warranty set forth in Section 4.1.18 or the breach by any Borrower of any covenant contained in Section 5.1.15, Section 6.1.16 and/or Section 6.1.17. D. Borrowers shall, at their sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under Borrowers’ covenants with respect to any Property. Borrowers shall, at their sole cost and expense reimburse the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under Borrowers’ covenants with respect to any Property. E. Promptly after receipt by an Indemnified Party under this Section 5.1.4 of notice of the making of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect of thereof is to be made by such Indemnified Party against Borrowers under this Section 5.1.4, notify Borrowers in writing, but the omission to so notify Borrowers shall not relieve Borrowers from any act, deed, matter liability that Borrowers may have to any Indemnified Party under this Section 5.1.4 or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender otherwise unless and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that Borrowers did not otherwise possess knowledge of such claim or action and such failure resulted in the Agent forfeiture by Borrowers of substantial rights and defenses or any Lender, or a substantial increase in its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This In case any such claim is made or action is brought against any Indemnified Party and such Indemnified Party seeks or intends to seek indemnity from Borrowers, Borrowers shall survive be entitled to participate in, and, to the termination extent that Borrowers may wish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party; and, upon receipt of notice from Borrowers to such Indemnified Party of Borrowers’ election so to assume the defense of such claim or action and only upon approval by the Indemnified Party of such counsel (such approval not to be unreasonably withheld, conditioned or delayed), Borrowers shall not be liable to such Indemnified Party under this Section 5.1.4 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. Notwithstanding the preceding sentence, each Indemnified Party shall be entitled to employ counsel separate from such counsel for Borrowers and from any other party in such action if such Indemnified Party reasonably determines that a conflict of interest exists which makes representation by counsel chosen by Borrowers not advisable. In such event, but only in such event, Borrowers shall pay the reasonable fees and disbursements of such separate counsel, subject to reimbursement of such costs if the Indemnified Party requiring such separate counsel is found not to be entitled to the indemnity protection of this Agreement and repayment Section 5.1.4. Borrowers shall not, without the prior written consent of an Indemnified Party, settle or compromise or consent to the Facility; and entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification is sought hereunder (bwhether or not such Indemnified Party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding. No Indemnified Party shall enter into a settlement of or consent to the Agent and the Lenders may act and rely and shall be protected in acting and relying upon entry of any resolutionjudgment with respect to any action, certificateclaim, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile suit or other paper or electronic document believed by it proceeding as to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.which an

General Indemnity. Each Credit Party expressly declares A. Borrowers shall, at their sole cost and agrees as follows: (a) the Agent expense, protect, defend, indemnify, release and each of the Lendershold harmless Lender, their respective and its parents, subsidiaries, Affiliates, shareholders, partners, members, directors, officers, employees, trustees, representatives and agentsServicer and the heirs, and all of their respective legal representatives, successors and assigns of the foregoing (collectively collectively, the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower for, from and against (i) any and all claims for brokerage, leasing, finders or similar fees which may be made relating to any Property and the Secured Obligations, and (ii) any and all claims, demandssuits, lossesliabilities (including, without limitation, strict liabilities), administrative and judicial actions, causes proceedings, obligations, debts, damages, losses (including, without limitation, unrealized loss of actionvalue of any Property), costs, expenses, fines, penalties, charges, expensesfees, damages judgments, awards, amounts paid in settlement, and liabilities whatsoever litigation costs of whatever kind or nature that may be asserted against, imposed on or incurred by Lender (including, without limitation, Lender’s reasonable attorneys’ fees and all other reasonable costs of defense) (collectively, the “Losses”) imposed upon or incurred by or asserted against any Indemnified Parties (except to the extent same are directly caused by gross negligence or willful misconduct of any Indemnified Party) and directly or indirectly arising out of or in any way relating to any one or more of the following: (i) the Loan, the Loan Documents or the Loan Application, or the ownership of the Notes, any of the other Loan Documents or any interest therein or receipt of any Gross Revenue or arising in respect of the Accounts; (ii) any untrue statement of any material fact contained in any information concerning any Borrower, any Guarantor, any Borrower Control Person, any Property, the other Collateral or the Loan prepared or approved in writing by such Borrower, such Guarantor or such Borrower Control Person, or the omission to state therein a material fact required to be stated in such information or necessary in order to make the statements in such information or in light of the circumstances under which it/he (as applicable) were made not misleading; (iii) any and all lawful action that may be taken and is taken by Lender, consistent with the terms hereof, in connection with the enforcement of the provisions of this Agreement, the Notes or any of the other Loan Documents, whether or not suit is filed in connection with same, or in connection with any Borrower Control Person or any Affiliate of any Borrower Control Person becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding; (iv) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (v) any use or nonuse of or condition in, on or about any Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any failure on the part of Borrowers to perform or be in compliance with any of the terms of this Agreement or any of the other Loan Documents; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of any Property or any part thereof pursuant to provisions of this Agreement; (viii) the failure of any Borrowers to file timely with the Internal Revenue Service an accurate Form 1▇▇▇-▇, ▇▇▇▇▇▇▇▇▇ for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Agreement Agreement; (ix) any failure of any Property to be in compliance with any Legal Requirement or Insurance Requirement; (x) the enforcement by any Indemnified Party of the provisions of this Section 5.1.4; and (xi) any and all claims and demands whatsoever that may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the other Facility Documents terms, covenants, or agreements contained in any Lease. (except A) shall become due and payable ten (10) days after written demand and shall bear interest at the Default Rate from the earlier of (i) the date any losssuch that any such amount was paid by Lender, and (ii) the tenth (10th) day after demand until paid, and shall constitute part of the Secured Obligations. B. Borrowers shall, at their sole cost and expense, claimprotect, proceedingdefend, judgment indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or liability described incurred by or asserted against any of the Indemnified Parties and directly or indirectly arising out of or in Section 11.2 or resulting from Taxes, other than Taxes imposed any way relating to any tax on non-Tax claims and Taxes for which specific indemnification is provided in other sections the making and/or recording of this Agreement, the Notes, the Mortgages or any of the other Loan Documents (but excluding gross receipts, income, franchise and capital stock taxes). Borrowers shall, at their sole cost and expense, reimburse the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any of the Indemnified Parties and directly or indirectly arising out of or in any way relating to any tax on the making and/or recording of this Agreement, the Notes, the Mortgage or any of the other Loan Documents (but excluding gross receipts, income, franchise and capital stock taxes). C. Borrowers shall, at their sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, excise taxes, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s reasonable discretion) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under the covenants of Borrower with respect to ERISA and employee benefits plans contained herein, including, without limitation, those arising out the breach by any Borrower of any representation or related to actions taken or omitted to be taken by the Agent warranty set forth in Section 4.1.18 or the Lenders contemplated herebybreach by any Borrower of any covenant contained in Section 5.1.15, Section 6.1.16 and/or Section 6.1.17. Borrowers shall, at their sole cost and expense, reimburse the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable legal attorneys’ fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement investigation, defense, and settlement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law Losses incurred in correcting any prohibited transaction or in equitythe sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in any way caused by or arisingLender’s reasonable discretion) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under the covenants of Borrower with respect to ERISA and employee benefits plans contained herein, including, without limitation, the breach by any Borrower of any representation or warranty set forth in Section 4.1.18 or the breach by any Borrower of any covenant contained in Section 5.1.15, Section 6.1.16 and/or Section 6.1.17. D. Borrowers shall, at their sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under Borrowers’ covenants with respect to any Property. Borrowers shall, at their sole cost and expense reimburse the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred) that the Indemnified Parties may incur, directly or indirectly, as a result of a default under Borrowers’ covenants with respect to any Property. E. Promptly after receipt by an Indemnified Party under this Section 5.1.4 of notice of the making of any claim or the commencement of any action, such Indemnified Party shall, if a claim in respect of thereof is to be made by such Indemnified Party against Borrowers under this Section 5.1.4, notify Borrowers in writing, but the omission to so notify Borrowers shall not relieve Borrowers from any act, deed, matter liability that Borrowers may have to any Indemnified Party under this Section 5.1.4 or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender otherwise unless and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that Borrowers did not otherwise possess knowledge of such claim or action and such failure resulted in the Agent forfeiture by Borrowers of substantial rights and defenses or any Lender, or a substantial increase in its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This In case any such claim is made or action is brought against any Indemnified Party and such Indemnified Party seeks or intends to seek indemnity from Borrowers, Borrowers shall survive be entitled to participate in, and, to the termination extent that Borrowers may wish, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party; and, upon receipt of notice from Borrowers to such Indemnified Party of Borrowers’ election so to assume the defense of such claim or action and only upon approval by the Indemnified Party of such counsel (such approval not to be unreasonably withheld, conditioned or delayed), Borrowers shall not be liable to such Indemnified Party under this Section 5.1.4 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. Notwithstanding the preceding sentence, each Indemnified Party shall be entitled to employ counsel separate from such counsel for Borrowers and from any other party in such action if such Indemnified Party reasonably determines that a conflict of interest exists which makes representation by counsel chosen by Borrowers not advisable. In such event, but only in such event, Borrowers shall pay the reasonable fees and disbursements of such separate counsel, subject to reimbursement of such costs if the Indemnified Party requiring such separate counsel is found not to be entitled to the indemnity protection of this Agreement and repayment Section 5.1.4. Borrowers shall not, without the prior written consent of an Indemnified Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification is sought hereunder (whether or not such Indemnified Party is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding. No Indemnified Party shall enter into a settlement of or consent to the entry of any judgment with respect to any action, claim, suit or proceeding as to which an Indemnified Party would be entitled to indemnification hereunder without the prior written consent of Borrowers. Any amounts payable to an Indemnified Party by reason of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf application of the proper party or parties.this Section 5.1.4

General Indemnity. Each Credit Party expressly declares Except in the case of the gross negligence or wilful misconduct of the Indemnitee in connection with the duties of the Indemnitee as a director or officer of the Company, an Interested Company or Other Entity, the Company will indemnify and agrees as follows: hold harmless the Indemnitee and the respective heirs, executors, administrators and other legal representatives of the Indemnitee (a) the Agent and each of which is included in any reference hereinafter made to the Lenders, their respective directors, officers, employees, "Indemnitee") against and agents, and from all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demandsliabilities, losses, actions, causes of actiondamages, costs, fees, charges, expensesdisbursements, damages fines, penalties and liabilities expenses whatsoever arising in connection with this Agreement regardless of when they arose and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)howsoever arising, including, without limitationlimiting the generality of the foregoing, those arising out all fees, charges and disbursements for the services of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated herebyany experts, reasonable all legal fees fees, charges and disbursements on and as between a solicitor and client basis and reasonable costs any amount paid to settle any actions or satisfy any judgments, (any and expenses incurred all of the foregoing being hereinafter referred to as "Liabilities") which the Indemnitee may sustain, pay or incur as a result of or in connection with any manner of action, suit, proceeding, claim, demand, order or investigation (whether civil, criminal, administrative or otherwise, including, without limiting the enforcement generality of this indemnitythe foregoing, any and all appeals and whether made by any person, firm, corporation, government, or by any governmental department, body, commission, board, bureau, agency or instrumentality (any and all of the foregoing being hereinafter referred to as an "Action") to which the Agent Indemnitee is made or the Lenders may suffer or incur, whether at law threatened to be made a party for or in equity, in respect to any way caused by act done or arising, directly step taken or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and alleged to have been signeddone or step taken, sent or presented by not done or on behalf taken or alleged not to have been done or taken, in the course of or arising from carrying out or conducting the Indemnitee's duties as, or the fact that the Indemnitee is, a director or officer of the proper party Company, an Interested Company or partiesOther Entity.

General Indemnity. Each Credit Party expressly declares Lessee shall indemnify and agrees as follows: (a) the Agent save harmless Lessor, its affiliates, its successors and each of the Lendersassigns, their respective directors, officersofficers and employees (each, employeesan "Indemnitee"), and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against any and all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents claims (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of claims involving strict or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated herebyabsolute liability in tort, reasonable legal fees damage, injury, death, liability and disbursements on a solicitor and client basis and reasonable third party claims), suits, demands, costs and expenses incurred of every nature (including, without limitation, reasonable attorneys' fees) arising directly or indirectly from or in connection with the enforcement possession, maintenance, condition, storage, use, operation or return of the Aircraft under this indemnityLease (each, which a "Claim"); provided, that the Agent or the Lenders may suffer or incur, whether at law or in equity, in foregoing indemnity shall not extend to an Indemnitee with respect to any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply Claim to the extent that such Claim is directly related to one or more of the Agent following: (1) any breach of any representation or warranty by Lessor hereunder, or (2) the failure by Lessor to perform or observe any of its agreements, covenants or conditions herein, or (3) the willful misconduct or the gross negligence of any Indemnitee, or (4) the offer, sale or other disposition (voluntary or involuntary) of all or any Lenderpart of Lessor's interest in the Aircraft or any part thereof, or its respective employees (5) any tax, fee, Charge, or agents were grossly negligent assessment or acted (6) except to the extent fairly attributable to the Lease Term, acts or events occurring, or circumstances or conditions existing, prior to, or after expiration or termination of, the Lease Term or actions taken (or required to be taken and not taken) prior to, or after expiration or termination of, the Lease Term or (7) any amount which Lessor expressly agrees to pay hereunder or any amount which is expressly stated to be a Claim that is not reimbursable by Lessee hereunder, or (8) any amounts relating to the deregistration with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment FAA of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf Aircraft as a result of the proper party Lessor not being a Citizen of the United States. Lessee shall, upon request of Lessor defend any actions based on or partiesarising out of any of the Claims that Lessee is responsible for. Lessor shall not pay or settle any Claim without the prior written consent of Lessee, which shall not be unreasonably withheld or delayed, or conditioned (except on contest).

General Indemnity. Each Credit Party expressly declares The Borrower agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and agrees as follows: (a) hold harmless the Agent Lender, and each of the Lendersits Affiliates, their and Subsidiaries, and its respective officers, directors, officers, employees, legal counsel and agents, and all of their respective representatives, successors and assigns agents (collectively the “each an "Indemnified Parties”Party") will at all times be indemnified and saved harmless by the Borrower from and against any and all claimsliabilities, demandsobligations, losses, damages, penalties, actions, causes of actionjudgments, suits, claims, costs, chargesexpenses and disbursements of any kind or nature (including, expenseswithout limitation, damages the disbursements and liabilities whatsoever arising the fees (on a solicitor-client basis) of one legal counsel (unless it would be inappropriate for one counsel to represent all Indemnified Parties due to a conflict of interest or otherwise in which case, all legal counsel for each Indemnified Party) in connection with this Agreement any investigative, administrative or judicial proceedings, whether or not any Indemnified Party shall be designated a party thereto), (collectively, "Losses") which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and the other Facility Documents (except whether based on any lossfederal, expenseprovincial, claim, proceeding, judgment state or liability described in Section 11.2 local laws or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)regulations, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated herebysecurities, reasonable legal fees environmental and disbursements on a solicitor commercial laws and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnityregulations, which the Agent or the Lenders may suffer or incur, whether at under common law or in equity, or based on contract or otherwise) in any way caused by manner relating to or arisingarising out of this Agreement or any Other Agreement, directly or indirectly, in respect of any act, deedevent or transaction related or attendant thereto, matter the making and/or the management of the Loan or thing whatsoever madethe use or intended use of the proceeds of the Loan; provided, done, acquiesced in or omitted in or about or in relation however that the Borrower shall have no obligation hereunder to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply Indemnified Party to the extent that such Losses were caused by or resulted from the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in relation the preceding sentence may be unenforceable against the Borrower because it violates any law or public policy, the Borrower shall satisfy such undertaking to their obligations hereunderthe maximum extent permitted by applicable law. This Any Losses covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the Deemed Interest Rate from the date incurred by each Indemnified Party until paid in full, be added to the Liabilities and be secured by the Collateral. The provisions of this section shall survive the satisfaction and payment of all Liabilities and the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesAgreement.

General Indemnity. Each Credit Party expressly declares The SPV Company hereby indemnifies and agrees and undertakes that from the Effective Date and during the Term of Agreement and thereafter, it shall keep indemnified and otherwise saved and harmless, DRP/SRA, its agents and employees, its consultants from and against any and all claims, demands made against and / or loss caused and / or the Damages suffered and / or cost, charges / expenses incurred or put to and / or penalty levied and / or any claim due to injury to or death of any person and / or loss or damage caused or suffered to property owned or belonging to DRP/SRA or any land owning authority, its agents and employees or third party as follows: (a) a result of any acts, deeds or thing done or omitted to be done by SPV Company or as a result of failure on the Agent and each part of SPV Company to perform any of its obligations under this Development Agreement or on the SPV Company committing breach of any of the Lendersterms and conditions of this Development Agreement or on the failure of the SPV Company to perform any of its statutory duty and / or obligations or failure or negligence on the part of SPV Company to comply with any statutory provisions or as a consequence of any notice, their respective directorsshow cause notice, officersaction, employeessuit or proceedings, given, initiated, filed or commenced by any third party or Government Authority or as a result of any failure or negligence or default of SPV Company or its contractor(s)and / or Sub-Contractors and agents/ or invitees and / or the purchasers as the case may be, in connection with or arising out of this Development Agreement and all / or arising out of their respective representativesor in connection with SPV Company’s use and occupation of the Site and / or Assets located thereon or due to the non-performance by the SPV Company of any of its obligations under the Development Agreement. The SPV Company hereby indemnifies and agrees and undertakes that it shall, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified times, defend and saved hold DRP/SRA, harmless by the Borrower against from and against all claimsliabilities, demandsdamages, losses, expenses, claims, suits, proceedings, judgments, settlements, actions, causes costs of actionany nature whatsoever, costswhether directly or indirectly arising, chargesfor personal injury, expensesfor damage to or loss of any property and any third party liability, damages and liabilities whatsoever arising in connection with this Agreement and including reasonable attorneys’ fees, actually incurred or suffered by the other Facility Documents (except any lossIndemnified Party, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement), including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, in any way caused connected with (a) any breach, negligence, default, omission, violation, infringement etc., as the case may be, by the SPV Company or arising, directly Persons claiming through or indirectly, in respect under it of the SPV Company’s representations and warranties herein; obligations contained herein or the terms and conditions hereof; any intellectual property right of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the FacilityPerson; and (b) failure of the Agent and the Lenders may act and rely and shall be protected in acting and relying upon SPV Company or Persons claiming through or under it to comply with any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile law or Applicable Permit or pay taxes or make contractual or other paper payments due and payable to any Person; (c) the employment, sickness, injury or electronic document believed death of any Person employed directly or indirectly by it to be genuine and to have been signed, sent the SPV Company or presented by Persons claiming through or on behalf of the proper party or parties.under it;

General Indemnity. Each Credit In addition to the Companies’ agreement to reimburse the Agent for Out-of-Pocket Expenses, but without duplication, the Companies hereby agree to indemnify the Agent and its officers, directors, employees, attorneys and agents (each, an “Indemnified Party”) from, and to defend and hold each Indemnified Party expressly declares harmless against, any and agrees as followsall losses, liabilities, obligations, claims, actions, judgments, suits, damages, penalties, costs, fees, expenses (including reasonable attorney’s fees) of any kind or nature which at any time may be imposed on, incurred by, or asserted against, any Indemnified Party: (a) the Agent and each as a result of the Lenders, their respective directors, officers, employees, Agent’s exercise of (or failure to exercise) any of the Agent’s rights and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)remedies hereunder, including, without limitation, those (i) any sale or transfer of the Collateral, (ii) the preservation, repair, maintenance, preparation for sale or securing of any Collateral, and (iii) the defense of the Agent’s interests in the Collateral (including the defense of claims brought by a Company, as a debtor-in-possession or otherwise, any secured or unsecured creditors of a Company, or any trustee or receiver in bankruptcy); (b) as a result of any environmental pollution, hazardous material or environmental clean-up relating to the Real Estate, a Company’s operation and use of the Real Estate, and a Company’s off-site disposal practices; (c) arising from or relating to (i) the maintenance and operation of any Deposit Account, (ii) any agreement or document relating to any Deposit Account to which any Indemnified Party is party and (iii) any action taken (or failure to act) by any Indemnified Party with respect thereto; (d) in connection with any regulatory investigation or proceeding by any regulatory authority or agency having jurisdiction over a Company; and (e) otherwise relating to or arising out of the transactions contemplated by this Financing Agreement and the other Financing Documents, or related any action taken (or failure to actions taken or omitted to be taken act) by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred any Indemnified Party with respect thereto; provided that an Indemnified Party’s conduct in connection with the enforcement any of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, foregoing matters does not constitute negligence in any way caused material respect or willful misconduct, as finally determined by or arising, directly or indirectly, in respect a court of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Agent or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereundercompetent jurisdiction. This indemnity indemnification shall survive the termination of this Financing Agreement and repayment the payment and satisfaction of the Facility; and (b) Obligations. The Agent may from time to time establish a reserve against Availability in connection with this indemnity as the Agent may deem advisable in the exercise of its reasonable business judgment, and upon termination of this Financing Agreement, the Lenders Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partieshold such reserves as cash reserves as security for this indemnity.

General Indemnity. Each Credit Party expressly declares The Company agrees to defend, protect, indemnify, and agrees as follows: (a) the Agent hold harmless each Lender, each Agent, and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)Affiliates, including, without limitation, those arising out their respective officers, directors, employees, attorneys, and agents (collectively, the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, and disbursements of any kind or related to actions taken or omitted to be taken by nature whatsoever (including, without limitation, the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor of counsel for such Indemnitees (which shall not exceed one counsel for the Lenders, in their capacity as lenders and client basis and reasonable costs and expenses incurred such local counsel as may be reasonably required) in connection with the enforcement of this indemnityany investigative, which the Agent administrative, or the Lenders may suffer or incurjudicial proceeding, whether at or not such Indemnitees shall be designated a party thereto), imposed on, incurred by, or asserted against such Indemnitees (whether direct or indirect, consequential or otherwise, and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, commercial, Code, and ERISA laws and regulations, under common law or in equity, or based on contract or otherwise, including those relating to violation of any environmental, health or safety laws or regulations, the past, present, or future operations of the Company or any of its predecessors in interest, or the past, present, or future environmental, health, or safety condition of any properties thereof) in any way manner relating to or arising out of any Financing Document (or any predecessor document) or any agreement contemplated thereby, or any act, event or transaction related or attendant thereto, the making of the Loans since their inception on July 15, 1999, or the use or intended use of the proceeds thereof (collectively, the “Indemnified Matters”); provided, however, the Company shall have no obligation to an Indemnitee hereunder with respect to Indemnified Matters to the extent caused by or arisingresulting from the willful misconduct or gross negligence of such Indemnitee. Without limiting the generality of the foregoing, directly or indirectly“Indemnified Matters” includes the creation of the LDRV ESOP and LDRV ESOT, in respect their qualification as an employee stock ownership plan for the purposes of any actSection 4975(e)(7) of the Code at all times, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation the extension by the Company to the execution LDRV ESOP of its duties as Agent or Lender the ESOP Loan and including any actthe use of the proceeds of that loan, deedthe merger of the LDRV ESOP with the Alliance ESOP, matter or thing in relation the transfer of the ESOP Loan from the LDRV ESOP to the registrationAlliance ESOP, perfectionthe spin-off of the LDRV ESOP from the Alliance ESOP and the separation of the accounts of the Company’s employees and transfer of those accounts from the Alliance ESOT to the LDRV ESOT, release the transfer of the ESOP Loan from the Alliance ESOP and the Alliance ESOT to the LDRV ESOP and the LDRV ESOT together with the transfer of associated employer securities credited to a suspense account and pledged as security for the ESOP Loan, the exchange of Alliance Holdings stock for the stock of the Company and/or the stock of LDRV Holdings Corp. subsequent to the spin-off of the LDRV ESOP and the LDRV ESOT from the Alliance ESOP and the Alliance ESOT, the consummation of the ESOP Stock Purchase, the payment or discharge forgiveness of securityall amounts due under the ESOP Loan, ESOP Note, and the ESOP Loan Agreement, the distribution of assets by the LDRV ESOP, and the termination of the LDRV ESOP. The foregoing provisions of this subsection do not apply to To the extent that the Agent undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or any Lenderpublic policy, or its respective employees or agents were grossly negligent or acted with wilful misconduct the Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. The Company further agrees that the indemnities set forth in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely Section 15.2 are in addition to, and shall be protected not in acting and relying upon any resolutionmanner limit or act as a waiver of, certificateany rights, statementincluding, without limitation, any rights to indemnification or contribution, that the Indemnitees may have under any other document, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper agreement or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesany applicable law.

General Indemnity. Each Credit Party expressly declares and agrees as follows: (a) the Agent and each Buyer shall: (a) upon Closing, but effective as of the LendersEffective Time, assume the following: all obligations of Seller under the Leases and the Property Contracts accruing or attributable to the period on and after the Effective Time and all obligations to plug and abandon (and restore the surface) or remove and dispose of all ▇▇▇▇▇, platforms, structures, flowlines, pipelines, and the other equipment and personal property now or hereafter located on the Interests; and (b) defend, indemnify and hold Seller, its affiliates, parents and subsidiaries and their respective directorsagents, representatives, shareholders, members, partners, officers, employeesdirectors, managers and agentsemployees (each, a “Seller Indemnitee,” and collectively, the “Seller Indemnitees”) harmless from (i) any and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever arising claims in connection with the preceding clause (a) of this Agreement Section 13.1; (ii) any and all claims in favor of any person or entity for personal injury, death or damage to property or for any other claims arising directly or indirectly from, or incident to, the use, ownership, occupation, operation, maintenance or abandonment of any of the Assets, or condition of the Assets, whether latent or patent, and whether arising from or contributed to by the negligence in any form of Seller, its agents, employees or contractors arising on or after the Effective Time, and whether or not any such claims arise under or by virtue of any lease, contract, agreement, document, permit, applicable statute or rule, regulation or order of any governmental authority (specifically including without limitation any governmental request or requirement to plug, replug and/or abandon any well of whatsoever type, status or classification or take any clean-up or other action with respect to the Assets); and (iii) any and all claims in connection with Buyer’s breach of any representation, warranty or covenant contained in this Agreement. Buyer’s indemnification of Seller shall not extend to any gross negligence or willful misconduct of Seller. (b) Seller shall defend, indemnify and hold Buyer, its affiliates, parents and subsidiaries and their respective agents, representatives, shareholders, members, partners, officers, directors, managers and employees (each, a “Buyer Indemnitee,” and collectively, the “Buyer Indemnitees”) harmless from (i) any and all claims in connection with all obligations of Seller under the Leases and the other Facility Documents (except any loss, expense, claim, proceeding, judgment Property Contracts accruing or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections attributable to the period of this Agreement)time that Seller owned the Assets prior to the Effective Time, including, without limitation, those and all obligations to plug and abandon (and restore the surface) or remove and dispose of all ▇▇▇▇▇, platforms, structures, flowlines, pipelines, and the other equipment and personal property then located on the Interests; (ii) any and all claims in favor of any person or entity for personal injury, death or damage to property or for any other claims arising out directly or indirectly from, or incident to, the use, ownership, occupation, operation, maintenance or abandonment of any of the Assets, or related condition of the Assets, whether latent or patent, and whether arising from or contributed to actions taken or omitted to be taken by the Agent or the Lenders contemplated hereby, reasonable legal fees and disbursements on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement of this indemnity, which the Agent or the Lenders may suffer or incur, whether at law or in equity, negligence in any way caused form of Buyer, its agents, employees or contractors arising during the period of time that Seller owned the Assets prior to the Effective Time, and whether or not any such claims arise under or by or arising, directly or indirectly, in respect virtue of any actlease, deedcontract, matter agreement, document, permit, applicable statute or thing rule, regulation or order of any governmental authority (specifically including without limitation any governmental request or requirement to plug, replug and/or abandon any well of whatsoever madetype, done, acquiesced in status or omitted in classification or about take any clean-up or in relation other action with respect to the execution Assets). Seller’s indemnification of its duties as Agent Buyer shall not extend to any gross negligence or Lender and including any act, deed, matter or thing in relation to the registration, perfection, release or discharge willful misconduct of security. The foregoing provisions of this subsection do not apply to the extent that the Agent or any Lender, or its respective employees or agents were grossly negligent or acted with wilful misconduct in relation to their obligations hereunder. This indemnity shall survive the termination of this Agreement and repayment of the Facility; and (b) the Agent and the Lenders may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partiesBuyer.

General Indemnity. Each Credit Party expressly declares Lessee hereby agrees to indemnify, reimburse, defend and agrees hold harmless each Indemnitee on a net after-tax basis, as follows: provided in Section 10(e), within fifteen (a15) the Agent and each of the Lenders, their respective directors, officers, employees, and agents, and all of their respective representatives, successors and assigns (collectively the “Indemnified Parties”) will at all times be indemnified and saved harmless by the Borrower days after demand from and against any and all claimsclaims (whether or not based on strict liability), damages (whether direct, indirect, incidental, special or consequential), losses, charges, fees, liabilities, obligations, demands, lossessuits, actionsjudgments, causes of actionactions and other legal proceedings (whether civil or criminal), costspenalties, chargesfines, other sanctions, and any reasonable costs and expenses, damages and liabilities whatsoever arising in connection with this Agreement and the other Facility Documents (except any loss, expense, claim, proceeding, judgment or liability described in Section 11.2 or resulting from Taxes, other than Taxes imposed on non-Tax claims and Taxes for which specific indemnification is provided in other sections of this Agreement)herewith, including, without limitation, those costs and expenses set forth in Section 21(j) hereof and reasonable attorney's fees and expenses of whatever kind or nature (any and all of which are hereafter referred to as "Claims") imposed on, or asserted by or against, or suffered or incurred by, any Indemnitee, from (and including) the Restatement Date, including, without limitation, injury, death or property damage of passengers, shippers and others, environmental control, noise and pollution regulations, which in any way may result from, pertain to, or arise in any manner out of, or are in any manner related to (1) the Operative Documents, the Purchase Documents or the Financing Documents, or any of the transactions contemplated thereby; (2) the Engine or any Part thereof, including, but not limited to, (A) the importation, exportation, condition, manufacture, design, purchase, ownership, registration, reregistration, deregistration (other than any deregistration caused by the failure of the registered owner of the Engine to be a "citizen of the United States" as defined under the Federal Aviation Act and the regulations -75- 76 for Lessee's liability with respect to Taxes), (iv) any Claim which relates solely to events which occurred prior to (but excluding) the Restatement Date (other than Claims related to the condition, manufacture or design of the Engine), (v) an underlying act which occurs after the Engine has been returned to Lessor in accordance with the terms hereof and the Term of this Lease has been terminated or has expired and the return is not related to an Event of Default, (vi) an underlying act which occurs after a disposition or other transfer (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Engine, or any Part, or in the Financing Documents, the Purchase Documents or the Operative Documents, except as contemplated under or pursuant to the Operative Documents, the Financing Documents or the Purchase Documents and except as resulting from the exercise of its remedies during the period while an Event of Default has occurred and is continuing and prior to the time such Indemnitee has received payment of all amounts owing to it hereunder and except any Claim which is alleged or does relate to the period prior to such disposition or (vii) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Financing Documents, the Purchase Documents or the Operative Documents, which amendments, supplements, waivers or consents were not requested by Lessee or are not required to give effect to the provisions of the Operative Documents, the Financing Documents or the Purchase Documents (provided, however, in no event will Lessee be liable for any Claims resulting from, pertaining to or arising out of from or related to actions taken Lessor's granting or omitted to be taken by the Agent creating a Lessor's Lien or the Lenders contemplated herebygranting or creation of a Head Lessor's Lien). Upon full payment of the indemnities herein, reasonable legal fees Lessee shall be subrogated to all rights and disbursements remedies which such Indemnitee may have against any third party against whom such Indemnitee has the right to assert a Claim which arises under any action described in this Section 13 (except Claims under such Indemnitee's own insurance policies or under the indemnification provisions of any of the Financing Documents). Without limiting Lessee's liability under this Section 13, Lessee hereby waives and releases any Claim now or hereafter existing against any Indemnitee, on a solicitor and client basis and reasonable costs and expenses incurred in connection with the enforcement account of this indemnity, which the Agent any Claims for or the Lenders may suffer on account of or incur, whether at law arising or in equity, in any way caused by connected with injury to or arising, directly death of personnel of Lessee or indirectly, in respect loss or damage to property of Lessee or the loss of use of any act, deed, matter property which may result from or thing whatsoever made, done, acquiesced arise in or omitted in or about any manner out of or in relation to the execution of its duties importation, exportation, ownership, purchase, registration, reregistration, deregistration (except as Agent to Owner Participant or Lender Lessor as -76- 77 and including any act, deed, matter or thing in relation to the registrationextent such Indemnitee is responsible under the Refunding Agreement for Claims related to such deregistration), perfectiondelivery, release non-delivery, assignment, leasing, subleasing, manufacture, acceptance, rejection, possession, return, financing, performance, modification, maintenance, condition, use, operation, pooling, interchange, repair, testing, sale, return or discharge other disposition of security. The foregoing provisions the Engine or any Part thereof, either in the air or on the ground, or which may be caused by any defect in the Engine or such Part from the material or any article used therein or from the design or testing thereof, or use thereof or from any maintenance, service, repair, overhaul, or testing of this subsection do the Engine or such Part, claims for infringement, loss of or injury to any person, loss of or damage to any property or environmental damage, regardless of when such defect may be discovered, whether or not apply the Engine or such Part is at the time in the possession of Lessee, and regardless of the location of the Engine at any such time except to the extent that such Claim results from (i) the Agent gross negligence or willful misconduct of such Indemnitee (except any such gross negligence or willful misconduct as may be attributed to an Indemnitee due to its interest in the Engine, any Operative Document, any Purchase Document or any LenderFinancing Document), (ii) the material breach of any of its express representations, warranties or covenants hereunder, under any other Operative Document or Financing Document (not resulting from a breach by Lessee of any of its representations, warranties or covenants in the Operative Documents or in the Financing Documents), (iii) any Taxes, whether or not Lessee is required to indemnify such Taxes under Section 10 hereof or the Tax Indemnification Agreement (it being understood that Section 10 hereof and the Tax Indemnification Agreement exclusively provide for Lessee's liability with respect to Taxes), (iv) any Claim which relates solely to events which occurred prior to but excluding the Restatement Date (other than Claims related to the condition, manufacture or design of the Aircraft) and any Claim concerning payment for or the ownership of Buyer Furnished Equipment, (v) an underlying act which occurs after the Aircraft has been returned to Lessor in accordance with the terms hereof and the Term of this Lease has been terminated or has expired and the return is not related to an Event of Default, (vi) an underlying act which occurs after a disposition or other transfer (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Aircraft, the Airframe, any Engine, or any Part, or in the Financing Documents, the Purchase Documents or the Operative Documents (except as contemplated under or pursuant to the Operative Documents, the Financing Documents or the Purchase Documents and except as resulting from the exercise of its respective employees remedies during the Each Indemnitee shall, at Lessee's sole cost and expense and with Lessee's cooperation, be entitled to conduct the defense of any Claim against it; provided, however, that Lessee shall, at the request of any Indemnitee and, so long as no Event of Default has occurred and is continuing, assume and conduct promptly and diligently, at its sole cost and expense, the defense of such Indemnitee against any Claim of a third party with counsel reasonably acceptable to such Indemnitee; and provided, further, however, that Lessee shall have the right as well as the obligation to assume such defense to the extent required under the terms of the applicable insurance policies so long as no Default or agents were grossly negligent Event of Default has occurred and is continuing. In the event Lessee shall so assume the defense of any Claim, such Indemnitee shall cooperate with Lessee in defending such Claim, but any expenses incurred by such Indemnitee in connection therewith shall either be paid by Lessee to such Indemnitee in advance, or acted reasonable security shall be provided by Lessee to such Indemnitee for such payments. Neither Lessee nor an Indemnitee shall enter into a settlement or other compromise with wilful misconduct respect to any Claim which Lessee or such Indemnitee is defending hereunder in relation excess of $100,000 without the prior written consent of the other, which consent shall not be unreasonably withheld. Each Indemnitee agrees to their give Lessee prompt notice of any Claims by a third party hereunder following such Indemnitee's actual knowledge of such Claims by third parties, but the failure of such Indemnitee to give the notice required by this Section 13 shall not constitute a release by Lessor or such Indemnitee of, or reduce, any of the obligations hereunderor liabilities of Lessee to such Indemnitee in respect of any such Claim or otherwise affect the obligations or liabilities of Lessee to any Indemnitee in respect of any such Claim, except to the extent that Lessee's ability to control the defense thereof where Lessee An Indemnitee or Lessee shall supply the other with such information requested by the other as is reasonably necessary or advisable for the other to control the defense of a Claim to the extent permitted by this Section. This indemnity Nothing in this Section shall survive be construed as a guaranty by Lessee of payments due pursuant to any indebtedness incurred with respect to the purchase of the Engine or of the residual value of the Engine. Notwithstanding anything herein or in any other Operative Document to the contrary, with respect to any Claim for which any Indemnitee is entitled to indemnification under more than one provision of this Lease or any other Operative Document, such Indemnitee shall be entitled to recovery for such Claim only pursuant to one such provision as it may select in its sole discretion (and, for the avoidance of doubt, such Indemnitee shall not be entitled to any double recovery for the same Claim). The indemnities contained in this Section 13 shall continue in full force and effect notwithstanding the expiration or other termination of this Agreement and repayment Lease or any of the Facility; and (b) other Operative Documents and are expressly made for the Agent and the Lenders may act and rely benefit of and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cable, facsimile or other paper or electronic document believed enforceable by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or partieseach Indemnitee.