Common use of Indemnification Against Third-Party Claims Clause in Contracts

Indemnification Against Third-Party Claims. Subadviser shall indemnify Manager and its officers, directors, and “controlling persons” (within the meaning of Section 2(a)(9) of the 1940 Act) (collectively, “Manager Parties”), for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Subadviser’s willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Manager shall indemnify Subadviser and its officers, partners and “controlling persons” (within the meaning of Section 2(a)(9) of the 1940 Act) (collectively, “Subadviser Parties”) for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Manager’s willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Promptly after receipt by an indemnified party hereunder of notice of the commencement of an investigation, action, claim or proceeding for which indemnification is or may be sought by such indemnified party hereunder (each, a “Claim”), such indemnified party will give the indemnifying party written notice of the commencement thereof (each, a “Claim Notice”); provided, however, that the failure to timely notify the indemnifying party will not relieve such party from any obligation or liability that it may have to any indemnified party under this Section 10, if the failure to promptly notify does not materially prejudice the indemnifying party. Upon the receipt of any Claim Notice, the indemnifying party shall be entitled to participate in the Claim at its own expense, and, with the consent of the indemnified party, which consent is within the sole discretion of the indemnified party, to assume and control the defense thereof, with counsel chosen by the indemnified party and reasonably satisfactory to the indemnifying party, by providing written notice of assumption (each, an “Assumption Notice”) to the indemnified party within 30 days of receiving the Claim Notice. Issuance of an Assumption Notice shall constitute an irrevocable admission that the Claim is indemnifiable by the indemnifying party under this Section 10. After receipt of the Assumption Notice and appointment and approval of counsel, the indemnified party shall bear the expense of any additional counsel retained by it, and the indemnifying party shall not be liable to such indemnified party for any legal or other expenses of such additional counsel subsequently incurred by such indemnified party in connection with the defense of such Claim, other than reasonable costs of investigation, so long as (i) the indemnifying party diligently and in good faith conducts the defense of the Claim at its expense and (ii) the indemnified party has not determined, in good faith, that (1) a conflict of interest exists between the indemnifying party and the indemnified party in the defense of the Claim or (2) the indemnifying party’s defense of the Claim would reasonably be expected to have a material adverse effect on the indemnified party’s business or other interests, in which case of either (i) or (ii) hereof, the indemnified party may retake control of defense of the Claim. The indemnifying party shall not settle or compromise any Claim without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed). If the indemnified party controls the defense of the Claim, either because the indemnifying party did not timely issue an Assumption Notice or because the indemnified party retakes control of defense of the Claim, the indemnified party may settle or compromise the Claim in its sole discretion and without notice or accounting to the indemnifying party; provided, that, (i) the indemnifying party shall not be deemed to have consented to any such settlement or compromise effected without its prior written consent and (ii) the indemnified party shall not be deemed to have waived or otherwise precluded itself from asserting any claim against the indemnifying party under this Section 10. The indemnification provisions set forth in this Section 10 shall provide the exclusive remedy to Manager Parties and Subadviser Parties with respect to any Claim asserted against Manager Parties or Subadviser Parties by any third party; provided, however, for the avoidance of doubt, each party to this Agreement may bring direct claims for breach of contract subject to the limitation of liability in Section 9.

Indemnification Against Third-Party Claims. Subadviser In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a "Landlord Fault Claim"), Tenant shall indemnify Manager be responsible for the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and its officers, directors, Landlord Fault Claims Each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and “controlling persons” (within Tenant. Each party shall be responsible for the meaning of Section 2(a)(9) Tort Indemnity of the 1940 Act) (collectively, “Manager Parties”), other party for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Subadviser’s willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Manager shall indemnify Subadviser and its officers, partners and “controlling persons” (within the meaning of Section 2(a)(9) portion of the 1940 Act) (collectively, “Subadviser Parties”) for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Manager’s willful misfeasance, bad faith or gross negligence in claim which is the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Promptly after receipt by an indemnified party hereunder of notice responsibility of the commencement of an investigation, action, claim or proceeding party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for which the indemnification is or may be sought by such indemnified party hereunder (each, a “Claim”), such indemnified party will give shall provide the indemnifying party written notice legal defense of the commencement thereof claim (eachcounsel being subject to the approval of the indemnified party, a “Claim Notice”); provided, however, that the failure approval not to timely notify the indemnifying party will not relieve such party from any obligation or liability that it may have to any indemnified party under this Section 10, if the failure to promptly notify does not materially prejudice the indemnifying party. Upon the receipt of any Claim Notice, be unreasonably withheld) and the indemnifying party shall be entitled responsible to participate in pay the Claim at its own expense, and, with the consent amount of the indemnified party, which consent is within claim (subject to the sole discretion right to defend it) up to the limits of the indemnified party, to assume and control the defense thereof, with counsel chosen by the indemnified party and reasonably satisfactory to the indemnifying party, by providing written notice of assumption (each, an “Assumption Notice”) to the indemnified party within 30 days of receiving the Claim Notice. Issuance of an Assumption Notice shall constitute an irrevocable admission that the Claim is indemnifiable by the indemnifying party under this Section 10. After receipt of the Assumption Notice and appointment and approval of counsel, the indemnified party shall bear the expense of any additional counsel retained by it, and the indemnifying party shall not be liable to such indemnified party for any legal or other expenses of such additional counsel subsequently incurred by such indemnified party in connection with the defense of such Claim, other than reasonable costs of investigation, so long as (i) the indemnifying party diligently and in good faith conducts the defense of the Claim at its expense and (ii) the indemnified party has not determined, in good faith, that (1) a conflict of interest exists between the indemnifying party and the indemnified party in the defense of the Claim or (2) the indemnifying party’s defense of the Claim would reasonably be expected to have a material adverse effect on the indemnified party’s business or other interests, in which case of either (i) or (ii) hereof, the indemnified party may retake control of defense of the Claim. The indemnifying party shall not settle or compromise any Claim without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed). If the indemnified party controls the defense of the Claim, either because the indemnifying party did not timely issue an Assumption Notice or because the indemnified party retakes control of defense of the Claim, the indemnified party may settle or compromise the Claim in its sole discretion and without notice or accounting to the indemnifying party; provided, that, (i) the indemnifying party shall not be deemed to have consented to any such settlement or compromise effected without its prior written consent and (ii) the indemnified party shall not be deemed to have waived or otherwise precluded itself from asserting any claim against the indemnifying party under this Section 10. The indemnification provisions indemnification's set forth in this Section 10 shall provide paragraph, above, except that in the exclusive remedy to Manager Parties case of claims which are both Tenant Fault Claims and Subadviser Parties with respect to any Claim asserted against Manager Parties or Subadviser Parties by any third party; provided, however, for the avoidance of doubtLandlord Fault Claims, each party to this Agreement may bring direct claims shall be responsible for breach such party's own costs of contract subject legal defense. Tort Indemnity shall not be owed to the limitation extent that the party owing the indemnification has been prejudiced by any failure of liability the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in Section 9.which the other party may owe an indemnity obligation under this paragraph. PAGE 16

Indemnification Against Third-Party Claims. Subadviser In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a "Landlord Fault Claim"), Tenant shall indemnify Manager be responsible for the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and its officers, directors, Landlord Fault Claims each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and “controlling persons” (within Tenant. Each party shall be responsible for the meaning of Section 2(a)(9) Tort Indemnity of the 1940 Act) (collectively, “Manager Parties”), other party for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Subadviser’s willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Manager shall indemnify Subadviser and its officers, partners and “controlling persons” (within the meaning of Section 2(a)(9) portion of the 1940 Act) (collectively, “Subadviser Parties”) for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Manager’s willful misfeasance, bad faith or gross negligence in claim which is the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Promptly after receipt by an indemnified party hereunder of notice responsibility of the commencement of an investigation, action, claim or proceeding party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for which the indemnification is or may be sought by such indemnified party hereunder (each, a “Claim”), such indemnified party will give shall provide the indemnifying party written notice legal defense of the commencement thereof claim (eachcounsel being subject to the approval of the indemnified party, a “Claim Notice”); provided, however, that the failure approval not to timely notify the indemnifying party will not relieve such party from any obligation or liability that it may have to any indemnified party under this Section 10, if the failure to promptly notify does not materially prejudice the indemnifying party. Upon the receipt of any Claim Notice, be unreasonably withheld) and the indemnifying party shall be entitled responsible to participate in pay the Claim at its own expense, and, with the consent amount of the indemnified party, which consent is within claim (subject to the sole discretion right to defend it) up to the limits of the indemnified party, to assume and control the defense thereof, with counsel chosen by the indemnified party and reasonably satisfactory to the indemnifying party, by providing written notice of assumption (each, an “Assumption Notice”) to the indemnified party within 30 days of receiving the Claim Notice. Issuance of an Assumption Notice shall constitute an irrevocable admission that the Claim is indemnifiable by the indemnifying party under this Section 10. After receipt of the Assumption Notice and appointment and approval of counsel, the indemnified party shall bear the expense of any additional counsel retained by it, and the indemnifying party shall not be liable to such indemnified party for any legal or other expenses of such additional counsel subsequently incurred by such indemnified party in connection with the defense of such Claim, other than reasonable costs of investigation, so long as (i) the indemnifying party diligently and in good faith conducts the defense of the Claim at its expense and (ii) the indemnified party has not determined, in good faith, that (1) a conflict of interest exists between the indemnifying party and the indemnified party in the defense of the Claim or (2) the indemnifying party’s defense of the Claim would reasonably be expected to have a material adverse effect on the indemnified party’s business or other interests, in which case of either (i) or (ii) hereof, the indemnified party may retake control of defense of the Claim. The indemnifying party shall not settle or compromise any Claim without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed). If the indemnified party controls the defense of the Claim, either because the indemnifying party did not timely issue an Assumption Notice or because the indemnified party retakes control of defense of the Claim, the indemnified party may settle or compromise the Claim in its sole discretion and without notice or accounting to the indemnifying party; provided, that, (i) the indemnifying party shall not be deemed to have consented to any such settlement or compromise effected without its prior written consent and (ii) the indemnified party shall not be deemed to have waived or otherwise precluded itself from asserting any claim against the indemnifying party under this Section 10. The indemnification provisions indemnification's set forth in this Section 10 shall provide paragraph, above, except that in the exclusive remedy to Manager Parties case of claims which are both Tenant Fault Claims and Subadviser Parties with respect to any Claim asserted against Manager Parties or Subadviser Parties by any third party; provided, however, for the avoidance of doubtLandlord Fault Claims, each party to this Agreement may bring direct claims shall be responsible for breach such party's own costs of contract subject legal defense. Tort Indemnity shall not be owed to the limitation extent that the party owing the indemnification has been prejudiced by any failure of liability the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in Section 9which the other party may owe an indemnity obligation under this paragraph.

Indemnification Against Third-Party Claims. Subadviser In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a "Landlord Fault Claim"), Tenant shall indemnify Manager be responsible for the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and its officersLandlord Fault Claims, directorsTenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). Landlord shall then be responsible to the extent of the limit of Landlord's public liability insurance coverage, and “controlling persons” (within thereafter each party shall be responsible for the meaning claim in the proportion such party's fault bears to the total fault of Section 2(a)(9) Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the 1940 Act) (collectively, “Manager Parties”), other party for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Subadviser’s willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Manager shall indemnify Subadviser and its officers, partners and “controlling persons” (within the meaning of Section 2(a)(9) portion of the 1940 Act) (collectively, “Subadviser Parties”) for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Manager’s willful misfeasance, bad faith or gross negligence in claim which is the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Promptly after receipt by an indemnified party hereunder of notice responsibility of the commencement of an investigation, action, claim or proceeding party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for which the indemnification is or may be sought by such indemnified party hereunder (each, a “Claim”), such indemnified party will give shall provide the indemnifying party written notice legal defense of the commencement thereof claim (eachcounsel being subject to the approval of the indemnified party, a “Claim Notice”); provided, however, that the failure approval not to timely notify the indemnifying party will not relieve such party from any obligation or liability that it may have to any indemnified party under this Section 10, if the failure to promptly notify does not materially prejudice the indemnifying party. Upon the receipt of any Claim Notice, be unreasonably withheld) and the indemnifying party shall be entitled responsible to participate in pay the Claim at its own expense, and, with the consent amount of the indemnified party, which consent is within claim (subject to the sole discretion right to defend it) up to the limits of the indemnified party, to assume and control the defense thereof, with counsel chosen by the indemnified party and reasonably satisfactory to the indemnifying party, by providing written notice of assumption (each, an “Assumption Notice”) to the indemnified party within 30 days of receiving the Claim Notice. Issuance of an Assumption Notice shall constitute an irrevocable admission that the Claim is indemnifiable by the indemnifying party under this Section 10. After receipt of the Assumption Notice and appointment and approval of counsel, the indemnified party shall bear the expense of any additional counsel retained by it, and the indemnifying party shall not be liable to such indemnified party for any legal or other expenses of such additional counsel subsequently incurred by such indemnified party in connection with the defense of such Claim, other than reasonable costs of investigation, so long as (i) the indemnifying party diligently and in good faith conducts the defense of the Claim at its expense and (ii) the indemnified party has not determined, in good faith, that (1) a conflict of interest exists between the indemnifying party and the indemnified party in the defense of the Claim or (2) the indemnifying party’s defense of the Claim would reasonably be expected to have a material adverse effect on the indemnified party’s business or other interests, in which case of either (i) or (ii) hereof, the indemnified party may retake control of defense of the Claim. The indemnifying party shall not settle or compromise any Claim without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed). If the indemnified party controls the defense of the Claim, either because the indemnifying party did not timely issue an Assumption Notice or because the indemnified party retakes control of defense of the Claim, the indemnified party may settle or compromise the Claim in its sole discretion and without notice or accounting to the indemnifying party; provided, that, (i) the indemnifying party shall not be deemed to have consented to any such settlement or compromise effected without its prior written consent and (ii) the indemnified party shall not be deemed to have waived or otherwise precluded itself from asserting any claim against the indemnifying party under this Section 10. The indemnification provisions indemnifications set forth in this Section 10 shall provide paragraph, above, except that in the exclusive remedy to Manager Parties case of claims which are both Tenant Fault Claims and Subadviser Parties with respect to any Claim asserted against Manager Parties or Subadviser Parties by any third party; provided, however, for the avoidance of doubtLandlord Fault Claims, each party to this Agreement may bring direct claims shall be responsible for breach such party's own costs of contract subject legal defense. Tort Indemnity shall not be owed to the limitation extent that the party owing the indemnification has been prejudiced by any failure of liability the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in Section 9which the other party may owe an indemnity obligation under this paragraph.

Indemnification Against Third-Party Claims. Subadviser shall indemnify Manager and its officersIn the case of third party claims against Landlord arising out of an act or omission of Tenant or an agent, directors, and servant or employee of Tenant (a “controlling persons” (within the meaning of Section 2(a)(9) of the 1940 Act) (collectively, “Manager Parties”), for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Subadviser’s willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Manager shall indemnify Subadviser and its officers, partners and “controlling persons” (within the meaning of Section 2(a)(9) of the 1940 Act) (collectively, “Subadviser PartiesTenant Fault Claim”) for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Manager’s willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Promptly after receipt by an indemnified party hereunder of notice of the commencement not out of an investigationact or omission of Landlord or an agent, action, claim servant or proceeding for which indemnification is or may be sought by such indemnified party hereunder employee of Landlord (each, a “Landlord Fault Claim”), such indemnified party will give Tenant shall be responsible for the indemnifying party written notice Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the extent of the commencement thereof (eachlimit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a), a Landlord shall then be responsible to the extent of the limit of Landlord’s public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party’s fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. “Claim Notice”); provided, however, Tort Indemnity” shall mean that the failure party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to timely notify the indemnifying party will approval of the indemnified party, approval not relieve such party from any obligation or liability that it may have to any indemnified party under this Section 10, if the failure to promptly notify does not materially prejudice the indemnifying party. Upon the receipt of any Claim Notice, be unreasonably withheld) and the indemnifying party shall be entitled responsible to participate pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth in this paragraph, above, except that in the Claim at its own expensecase of claims which are both Tenant Fault Claims and Landlord Fault Claims, and, with the consent of the indemnified party, which consent is within the sole discretion of the indemnified party, to assume and control the defense thereof, with counsel chosen by the indemnified party and reasonably satisfactory to the indemnifying party, by providing written notice of assumption (each, an “Assumption Notice”) to the indemnified party within 30 days of receiving the Claim Notice. Issuance of an Assumption Notice shall constitute an irrevocable admission that the Claim is indemnifiable by the indemnifying party under this Section 10. After receipt of the Assumption Notice and appointment and approval of counsel, the indemnified each party shall bear the expense be responsible for such party’s own costs of any additional counsel retained by it, and the indemnifying party legal defense. Tort Indemnity shall not be liable owed to such indemnified the extent that the party for owing the indemnification has been prejudiced by any legal or failure of the party seeking the indemnification to give Notice to the other expenses party within a reasonable time after said party becomes aware of such additional counsel subsequently incurred by such indemnified a claim in which the other party in connection with the defense of such Claimmay owe an indemnity obligation under this paragraph. In addition, other than reasonable Landlord agrees to protect, defend, indemnify and hold harmless Tenant, and its authorized representatives, from all claims, costs of investigation(including attorneys’ and experts’ fees), so long as expenses, and liabilities (i) arising from and out of any occurrence in the indemnifying party diligently and in good faith conducts the defense common areas of the Claim at its expense and (ii) the indemnified party has not determinedBuilding, in good faith, that (1) a conflict of interest exists between the indemnifying party and the indemnified party in the defense of the Claim or (2) the indemnifying party’s defense of the Claim would reasonably be expected to have a material adverse effect on the indemnified party’s business or other interests, in which case of either (i) Project; or (ii) hereofresulting from the acts or omissions of Landlord, the indemnified party may retake control its authorized representatives, contractors, licensees and invitees; or (iii) arising from and out of defense any breach of the Claim. The indemnifying party shall not settle Landlord’s representations, warranties or compromise any Claim without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed). If the indemnified party controls the defense of the Claim, either because the indemnifying party did not timely issue an Assumption Notice or because the indemnified party retakes control of defense of the Claim, the indemnified party may settle or compromise the Claim in its sole discretion and without notice or accounting to the indemnifying party; provided, that, (i) the indemnifying party shall not be deemed to have consented to any such settlement or compromise effected without its prior written consent and (ii) the indemnified party shall not be deemed to have waived or otherwise precluded itself from asserting any claim against the indemnifying party covenants under this Section 10Lease. The indemnification provisions set forth in Landlord’s obligations under this Section 10 paragraph shall provide survive the exclusive remedy to Manager Parties and Subadviser Parties with respect to any Claim asserted against Manager Parties expiration or Subadviser Parties by any third party; provided, however, for the avoidance earlier termination of doubt, each party to this Agreement may bring direct claims for breach of contract subject to the limitation of liability in Section 9Lease.

Indemnification Against Third-Party Claims. Subadviser shall indemnify Manager and its officers, directors, and “"controlling persons” " (within the meaning of Section 2(a)(9) of the 1940 Act) (collectively, “"Manager Parties”"), for any liability to third parties and related reasonable expenses, including reasonable attorneys’ ' fees, that may be sustained as a result of Subadviser’s 's willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Manager shall indemnify Subadviser and its officers, partners and “"controlling persons” " (within the meaning of Section 2(a)(9) of the 1940 Act0000 Xxx) (collectively, “"Subadviser Parties”") for any liability to third parties and related reasonable expenses, including reasonable attorneys’ ' fees, that may be sustained as a result of Manager’s 's willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Promptly after receipt by an indemnified party hereunder of notice of the commencement of an investigation, action, claim or proceeding for which indemnification is or may be sought by such indemnified party hereunder (each, a “"Claim”"), such indemnified party will give the indemnifying party written notice of the commencement thereof (each, a “"Claim Notice”"); provided, however, that the failure to timely notify the indemnifying party will not relieve such party from any obligation or liability that it may have to any indemnified party under this Section 10, if the failure to promptly notify does not materially prejudice the indemnifying party. Upon the receipt of any Claim Notice, the indemnifying party shall be entitled to participate in the Claim at its own expense, and, with the consent of the indemnified party, which consent is within the sole discretion of the indemnified party, to assume and control the defense thereof, with counsel chosen by the indemnified party and reasonably satisfactory to the indemnifying party, by providing written notice of assumption (each, an “"Assumption Notice”") to the indemnified party within 30 days of receiving the Claim Notice. Issuance of an Assumption Notice shall constitute an irrevocable admission that the Claim is indemnifiable by the indemnifying party under this Section 10. After receipt of the Assumption Notice and appointment and approval of counsel, the indemnified party shall bear the expense of any additional counsel retained by it, and the indemnifying party shall not be liable to such indemnified party for any legal or other expenses of such additional counsel subsequently incurred by such indemnified party in connection with the defense of such Claim, other than reasonable costs of investigation, so long as (i) the indemnifying party diligently and in good faith conducts the defense of the Claim at its expense and (ii) the indemnified party has not determined, in good faith, that (1) a conflict of interest exists between the indemnifying party and the indemnified party in the defense of the Claim or (2) the indemnifying party’s 's defense of the Claim would reasonably be expected to have a material adverse effect on the indemnified party’s 's business or other interests, in which case of either (i) or (ii) hereof, the indemnified party may retake control of defense of the Claim. The indemnifying party shall not settle or compromise any Claim without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed). If the indemnified party controls the defense of the Claim, either because the indemnifying party did not timely issue an Assumption Notice or because the indemnified party retakes control of defense of the Claim, the indemnified party may settle or compromise the Claim in its sole discretion and without notice or accounting to the indemnifying party; provided, that, (i) the indemnifying party shall not be deemed to have consented to any such settlement or compromise effected without its prior written consent and (ii) the indemnified party shall not be deemed to have waived or otherwise precluded itself from asserting any claim against the indemnifying party under this Section 10. The indemnification provisions set forth in this Section 10 shall provide the exclusive remedy to Manager Parties and Subadviser Parties with respect to any Claim asserted against Manager Parties or Subadviser Parties by any third party; provided, however, for the avoidance of doubt, each party to this Agreement may bring direct claims for breach of contract subject to the limitation of liability in Section 9.

Indemnification Against Third-Party Claims. Subadviser In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a "Landlord Fault Claim"), Tenant shall indemnify Manager be responsible for the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and its officersLandlord Fault claims, directorsTenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a), Landlord shall then be responsible to the extent of the limit of Landlord's public liability insurance coverage, and “controlling persons” (within thereafter each party shall be responsible for the meaning claim in the proportion such party's fault bears to the total fault of Section 2(a)(9) Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the 1940 Act) (collectively, “Manager Parties”), other party for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Subadviser’s willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Manager shall indemnify Subadviser and its officers, partners and “controlling persons” (within the meaning of Section 2(a)(9) portion of the 1940 Act) (collectively, “Subadviser Parties”) for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Manager’s willful misfeasance, bad faith or gross negligence in claim which is the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Promptly after receipt by an indemnified party hereunder of notice responsibility of the commencement of an investigation, action, claim or proceeding party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for which the indemnification is or may be sought by such indemnified party hereunder (each, a “Claim”), such indemnified party will give shall provide the indemnifying party written notice legal defense of the commencement thereof claim (eachcounsel being subject to the approval of the indemnified party, a “Claim Notice”); provided, however, that the failure approval not to timely notify the indemnifying party will not relieve such party from any obligation or liability that it may have to any indemnified party under this Section 10, if the failure to promptly notify does not materially prejudice the indemnifying party. Upon the receipt of any Claim Notice, be unreasonably withheld) and the indemnifying party shall be entitled responsible to participate in pay the Claim at its own expense, and, with the consent amount of the indemnified party, which consent is within claim (subject to the sole discretion right to defend it) up to the limits of the indemnified party, to assume and control the defense thereof, with counsel chosen by the indemnified party and reasonably satisfactory to the indemnifying party, by providing written notice of assumption (each, an “Assumption Notice”) to the indemnified party within 30 days of receiving the Claim Notice. Issuance of an Assumption Notice shall constitute an irrevocable admission that the Claim is indemnifiable by the indemnifying party under this Section 10. After receipt of the Assumption Notice and appointment and approval of counsel, the indemnified party shall bear the expense of any additional counsel retained by it, and the indemnifying party shall not be liable to such indemnified party for any legal or other expenses of such additional counsel subsequently incurred by such indemnified party in connection with the defense of such Claim, other than reasonable costs of investigation, so long as (i) the indemnifying party diligently and in good faith conducts the defense of the Claim at its expense and (ii) the indemnified party has not determined, in good faith, that (1) a conflict of interest exists between the indemnifying party and the indemnified party in the defense of the Claim or (2) the indemnifying party’s defense of the Claim would reasonably be expected to have a material adverse effect on the indemnified party’s business or other interests, in which case of either (i) or (ii) hereof, the indemnified party may retake control of defense of the Claim. The indemnifying party shall not settle or compromise any Claim without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed). If the indemnified party controls the defense of the Claim, either because the indemnifying party did not timely issue an Assumption Notice or because the indemnified party retakes control of defense of the Claim, the indemnified party may settle or compromise the Claim in its sole discretion and without notice or accounting to the indemnifying party; provided, that, (i) the indemnifying party shall not be deemed to have consented to any such settlement or compromise effected without its prior written consent and (ii) the indemnified party shall not be deemed to have waived or otherwise precluded itself from asserting any claim against the indemnifying party under this Section 10. The indemnification provisions indemnifications set forth in this Section 10 shall provide paragraph, above, except that in the exclusive remedy to Manager Parties case of claims which are both Tenant Fault Claims and Subadviser Parties with respect to any Claim asserted against Manager Parties or Subadviser Parties by any third party; provided, however, for the avoidance of doubtLandlord Fault Claims, each party to this Agreement may bring direct claims shall be responsible for breach such party's own costs of contract subject legal defense. Tort Indemnity shall not be owed to the limitation extent that the party owing the indemnification has been prejudiced by any failure of liability the party seeking indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in Section 9which the other party may owe an indemnity obligation under this paragraph.

Indemnification Against Third-Party Claims. Subadviser Except as otherwise set forth above in Article V, Ontro shall indemnify Manager and its officershold Licensor harmless against any and all claims arising from Ontro's use, directorsmanufacture, promotion, sale or distribution of Licensed Products or from any activity, work or thing done or permitted or suffered by Ontro anywhere and “controlling persons” (within the meaning of Section 2(a)(9) of the 1940 Act) (collectively, “Manager Parties”), for shall further indemnify and hold Licensor harmless from and against any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Subadviser’s willful misfeasance, bad faith all claims arising from any breach or gross negligence default in the performance of, of any obligation of Ontro to be performed under any provision of this Agreement or any agreement resulting from the reckless disregard ofnegligence of Ontro, its duties and from and against all costs, actual attorneys' fees expenses and liabilities incurred therein if any action or obligations hereunder proceeding is brought thereon against Licensor by reason of any such claim upon Written Notice from Licensor, Ontro shall defend Licensor at Ontro's expense by counsel satisfactory to Licensor. Ontro, as a material part of the consideration to Licensor, hereby assumes all risks of damage to property or injury to person, arising from any violations cause, and Ontro hereby waives all claims relating to Licensed Products in respect thereto against Licensor. Examples of applicable lawsuch causes include, includingby way of illustration and not by trade regulation or similar statute, without limitationunfair competition, federal and state securities laws and the CEAany product liability or product-related responsibility of Ontro. Manager Licensor shall indemnify Subadviser and its officershold Ontro harmless against any and all claims arising from any activity, partners work or thing done or permitted or suffered by Licensor anywhere and “controlling persons” (within the meaning of Section 2(a)(9) of the 1940 Act) (collectively, “Subadviser Parties”) for shall further indemnify and hold Ontro harmless from and against any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Manager’s willful misfeasance, bad faith all claims arising from any breach or gross negligence default in the performance of, of any obligation of Licensor to be performed under any provision of this Agreement or any agreement resulting from the reckless disregard ofnegligence of Licensor, its duties and from and against all costs, actual attorneys' fees expenses and liabilities incurred therein if any action or obligations hereunder or proceeding is brought thereon against Ontro by reason of any violations of applicable lawsuch claim. Upon Written Notice from Ontro, includingLicensor shall defend Ontro at Licensor's expense by counsel satisfactory to Ontro. Licensor, without limitation, federal and state securities laws and the CEA. Promptly after receipt by an indemnified party hereunder of notice as a material part of the commencement consideration to Ontro, hereby assumes all risks of an investigationdamage to property or injury to person, action, claim or proceeding for which indemnification is or may be sought by such indemnified party hereunder (each, a “Claim”), such indemnified party will give the indemnifying party written notice of the commencement thereof (each, a “Claim Notice”); provided, however, that the failure to timely notify the indemnifying party will not relieve such party arising from any obligation or liability that it may have cause relating to any indemnified party under this Section 10Licensor's business, if including the failure to promptly notify does not materially prejudice the indemnifying party. Upon the receipt of any Claim NoticeLicensed Products, the indemnifying party shall be entitled to participate in the Claim at its own expense, and, with the consent of the indemnified party, which consent is within the sole discretion of the indemnified party, to assume and control the defense thereof, with counsel chosen by the indemnified party and reasonably satisfactory prior to the indemnifying partydate hereof, and Licensor hereby waives all claims in respect thereto against Ontro. Examples of such causes include, by providing written notice way of assumption (eachillustration and not by trade regulation or similar statute, an “Assumption Notice”) to the indemnified party within 30 days unfair competition, any product liability or product-related responsibility of receiving the Claim Notice. Issuance of an Assumption Notice shall constitute an irrevocable admission that the Claim is indemnifiable by the indemnifying party under this Section 10. After receipt of the Assumption Notice and appointment and approval of counsel, the indemnified party shall bear the expense of any additional counsel retained by it, and the indemnifying party shall not be liable to such indemnified party for any legal or other expenses of such additional counsel subsequently incurred by such indemnified party in connection with the defense of such Claim, other than reasonable costs of investigation, so long as (i) the indemnifying party diligently and in good faith conducts the defense of the Claim at its expense and (ii) the indemnified party has not determined, in good faith, that (1) a conflict of interest exists between the indemnifying party and the indemnified party in the defense of the Claim or (2) the indemnifying party’s defense of the Claim would reasonably be expected to have a material adverse effect on the indemnified party’s business or other interests, in which case of either (i) or (ii) hereof, the indemnified party may retake control of defense of the Claim. The indemnifying party shall not settle or compromise any Claim without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed). If the indemnified party controls the defense of the Claim, either because the indemnifying party did not timely issue an Assumption Notice or because the indemnified party retakes control of defense of the Claim, the indemnified party may settle or compromise the Claim in its sole discretion and without notice or accounting to the indemnifying party; provided, that, (i) the indemnifying party shall not be deemed to have consented to any such settlement or compromise effected without its prior written consent and (ii) the indemnified party shall not be deemed to have waived or otherwise precluded itself from asserting any claim against the indemnifying party under this Section 10. The indemnification provisions set forth in this Section 10 shall provide the exclusive remedy to Manager Parties and Subadviser Parties with respect to any Claim asserted against Manager Parties or Subadviser Parties by any third party; provided, however, for the avoidance of doubt, each party to this Agreement may bring direct claims for breach of contract subject to the limitation of liability in Section 9Licensor.

Indemnification Against Third-Party Claims. Subadviser In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a "Landlord Fault Claim"), Tenant shall indemnify Manager be responsible for the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnify of Tenant. In the event of claims which are both Tenant Fault Claims and its officersLandlord Fault Claims, directorsTenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a), Landlord shall then be responsible to the extent of the limit of Landlord's public liability insurance coverage, and “controlling persons” (within thereafter each party shall be responsible for the meaning claim in the proportion such party's fault bears to the total fault of Section 2(a)(9) Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the 1940 Act) (collectively, “Manager Parties”), other party for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Subadviser’s willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Manager shall indemnify Subadviser and its officers, partners and “controlling persons” (within the meaning of Section 2(a)(9) portion of the 1940 Act) (collectively, “Subadviser Parties”) for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Manager’s willful misfeasance, bad faith or gross negligence in claim which is the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Promptly after receipt by an indemnified party hereunder of notice responsibility of the commencement of an investigation, action, claim or proceeding party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for which the indemnification is or may be sought by such indemnified party hereunder (each, a “Claim”), such indemnified party will give shall provide the indemnifying party written notice legal defense of the commencement thereof claim (eachcounsel being subject to the approval of the indemnified party, a “Claim Notice”); provided, however, that the failure approval not to timely notify the indemnifying party will not relieve such party from any obligation or liability that it may have to any indemnified party under this Section 10, if the failure to promptly notify does not materially prejudice the indemnifying party. Upon the receipt of any Claim Notice, be unreasonably withheld) and the indemnifying party shall be entitled responsible to participate in pay the Claim at its own expense, and, with the consent amount of the indemnified party, which consent is within claim (subject to the sole discretion right to defend it) up to the limits of the indemnified party, to assume and control the defense thereof, with counsel chosen by the indemnified party and reasonably satisfactory to the indemnifying party, by providing written notice of assumption (each, an “Assumption Notice”) to the indemnified party within 30 days of receiving the Claim Notice. Issuance of an Assumption Notice shall constitute an irrevocable admission that the Claim is indemnifiable by the indemnifying party under this Section 10. After receipt of the Assumption Notice and appointment and approval of counsel, the indemnified party shall bear the expense of any additional counsel retained by it, and the indemnifying party shall not be liable to such indemnified party for any legal or other expenses of such additional counsel subsequently incurred by such indemnified party in connection with the defense of such Claim, other than reasonable costs of investigation, so long as (i) the indemnifying party diligently and in good faith conducts the defense of the Claim at its expense and (ii) the indemnified party has not determined, in good faith, that (1) a conflict of interest exists between the indemnifying party and the indemnified party in the defense of the Claim or (2) the indemnifying party’s defense of the Claim would reasonably be expected to have a material adverse effect on the indemnified party’s business or other interests, in which case of either (i) or (ii) hereof, the indemnified party may retake control of defense of the Claim. The indemnifying party shall not settle or compromise any Claim without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed). If the indemnified party controls the defense of the Claim, either because the indemnifying party did not timely issue an Assumption Notice or because the indemnified party retakes control of defense of the Claim, the indemnified party may settle or compromise the Claim in its sole discretion and without notice or accounting to the indemnifying party; provided, that, (i) the indemnifying party shall not be deemed to have consented to any such settlement or compromise effected without its prior written consent and (ii) the indemnified party shall not be deemed to have waived or otherwise precluded itself from asserting any claim against the indemnifying party under this Section 10. The indemnification provisions indemnifications set forth in this Section 10 shall provide paragraph, above, except that in the exclusive remedy to Manager Parties case of claims which are both Tenant Fault Claims and Subadviser Parties with respect to any Claim asserted against Manager Parties or Subadviser Parties by any third party; provided, however, for the avoidance of doubtLandlord Fault Claims, each party to this Agreement may bring direct claims shall be responsible for breach such party's own costs of contract subject legal defense. Tort Indemnity shall not be owed to the limitation extent that the party owing the indemnification has been prejudiced by any failure of liability the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in Section 9which the other party may owe an indemnity obligation under this paragraph.

Indemnification Against Third-Party Claims. Subadviser shall indemnify Manager In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a "Tenant Fault Claim") and its officersnot out of an act or omission of Landlord or an agent, directors, and “controlling persons” servant or employee of Landlord (within the meaning of Section 2(a)(9) of the 1940 Act) (collectively, “Manager Parties”a "Landlord Fault Claim"), for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Subadviser’s willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Manager shall indemnify Subadviser and its officers, partners and “controlling persons” (within the meaning of Section 2(a)(9) of the 1940 Act) (collectively, “Subadviser Parties”) for any liability to third parties and related reasonable expenses, including reasonable attorneys’ fees, that may be sustained as a result of Manager’s willful misfeasance, bad faith or gross negligence in the performance of, or from the reckless disregard of, its duties or obligations hereunder or any violations of applicable law, including, without limitation, federal and state securities laws and the CEA. Promptly after receipt by an indemnified party hereunder of notice of the commencement of an investigation, action, claim or proceeding for which indemnification is or may be sought by such indemnified party hereunder (each, a “Claim”), such indemnified party will give the indemnifying party written notice of the commencement thereof (each, a “Claim Notice”); provided, however, that the failure to timely notify the indemnifying party will not relieve such party from any obligation or liability that it may have to any indemnified party under this Section 10, if the failure to promptly notify does not materially prejudice the indemnifying party. Upon the receipt of any Claim Notice, the indemnifying party Tenant shall be entitled to participate in responsible for the Claim at its own expense, and, with Tort Indemnity of Landlord. In the consent event of the indemnified party, which consent is within the sole discretion of the indemnified party, to assume and control the defense thereof, with counsel chosen by the indemnified party and reasonably satisfactory to the indemnifying party, by providing written notice of assumption (each, an “Assumption Notice”) to the indemnified party within 30 days of receiving the Claim Notice. Issuance of an Assumption Notice shall constitute an irrevocable admission that the Claim is indemnifiable by the indemnifying party under this Section 10. After receipt of the Assumption Notice and appointment and approval of counsel, the indemnified party shall bear the expense of any additional counsel retained by it, and the indemnifying party shall not be liable to such indemnified party for any legal or other expenses of such additional counsel subsequently incurred by such indemnified party in connection with the defense of such a Landlord Fault Claim, other than reasonable costs Landlord shall be responsible for the Tort Indemnity of investigation, so long as Tenant (i) the indemnifying party diligently and in good faith conducts the defense of the Claim at its expense and (ii) the indemnified party has not determined, in good faith, that (1) a conflict of interest exists between the indemnifying party and the indemnified party in the defense of the Claim or (2) the indemnifying party’s defense of the Claim would reasonably be expected to have a material adverse effect on the indemnified party’s business or other interests, in which case of either (i) or (ii) hereof, the indemnified party may retake control of defense of the Claim. The indemnifying party shall not settle or compromise any Claim without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed). If the indemnified party controls the defense of the Claim, either because the indemnifying party did not timely issue an Assumption Notice or because the indemnified party retakes control of defense of the Claim, the indemnified party may settle or compromise the Claim in its sole discretion and without notice or accounting to the indemnifying party; provided, that, (i) the indemnifying party shall not be deemed to have consented to any such settlement or compromise effected without its prior written consent and (ii) the indemnified party shall not be deemed to have waived or otherwise precluded itself from asserting any claim against the indemnifying party under this Section 10. The indemnification provisions set forth in this Section 10 shall provide the exclusive remedy to Manager Parties and Subadviser Parties with respect to any Claim asserted against Manager Parties or Subadviser Parties by any third party; provided, however, provided for the avoidance of doubt, a Landlord Fault Claim shall not include any claim or liability related to or arising out of any duty or act to be performed by the Tenant under this Lease, e.g., Tenant’s duties regarding maintenance, repair and conduct under Section 6.06 of this Lease). In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under Subsection 7.01, Landlord shall then be responsible to the extent of the limit of Landlord's public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party's fault bears to this Agreement may bring direct claims the total fault of Landlord and Tenant. Each party shall be responsible for breach the Tort Indemnity of contract the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. “Tort Indemnity” shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the limitation approval of liability the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth in Section 9.this Section, above, except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been prejudiced by any failure of the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in which the other party may owe an indemnity obligation under this Section.‌ ARTICLE VIII ASSIGNMENTS AND SUBLEASES‌‌‌