Common use of Indemnification and Reimbursement Clause in Contracts

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerstaxes (other than taxes on income earned by an Indemnitee in connection herewith), representatives, documented costs or expenses (including reasonable and its present and future mortgagees documented attorneys’ fees) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all resulting directly or indirectly from (ia) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction to have been caused by the fraud, gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the gross negligence Parties received in accordance with this Agreement; provided, that as between the Parties, any indemnity provided to Escrow Agent pursuant to this Section 7 shall not affect or willful misconduct limit the rights that the Parties may have against each other with respect to responsibility for payment of Purchaser (such amounts. The Parties hereby grant Escrow Agent a right of set-off against the Fund for the payment of any claim for indemnification, fees, expenses and its contractorsamounts due to Escrow Agent or an Indemnitee. The obligations set forth in this Section 7 shall survive the resignation, contractors' subcontractorsreplacement or removal of Escrow Agent or the termination of this Agreement. Solely as between the Parties, representativessuch Losses shall be borne by the Party determined by a court of competent jurisdiction to be responsible for causing such Losses or, agentsif no such determination is made, employees, and its present and future mortgagees)then each Party shall pay 50% of such Losses.

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser and Seller covenant and agree, jointly and severally, to indemnify, defend, hold harmless, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: with (Aa) Work on Escrow Agent’s performance of this Agreement, except to the Sewer Improvementsextent that such Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or bad faith of such Indemnitee; (Bb) Escrow Agent’s following, accepting or acting upon any failure instructions or directions from any Party received in accordance with this Agreement; and (c) a breach of any representation or warranty made by Seller to secure any Party under this Agreement. It is understood and agreed that the Approvals (Escrow Agent does not have a contractual right of set-off or contractual security interest under this Agreement; provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance nothing herein shall be construed as a waiver of any Work on statutory or common law rights to which the Sewer Improvements; (C) Escrow Agent may otherwise be entitled with respect thereto. Each Party agrees that it will reimburse the Impact Fees and other Party for any payments or reimbursements to the Concurrency Fees; (D) Seller's Escrow Agent or its contractors'affiliates made pursuant to this Section 7 (“Indemnification Payments”) and any reasonable and documented fees and expenses incurred by either Party related thereto, contractors' subcontractors', representatives', agents', employees', such that Purchaser and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use Seller each bear 50% of the Easementtotal cost of any Indemnification Payments and such fees and expenses; provided, that any Indemnification Payments or fees and expenses related thereto that arise out of or result from a breach of this Agreement or the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) Purchase Agreement the breaching Party shall reimburse the other Party for 100% of the Sewer Improvementstotal cost of any Indemnification Payments and such fees and expenses. The obligations set forth in this Section 7 shall survive the resignation, replacement or failure removal of proper operation of Escrow Agent or the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision termination of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller The Purchaser, on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and againstone hand, and agrees Seller, on the other hand, agree jointly and severally to reimburseindemnify, all of Purchaser defend, hold harmless, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any actually incurred and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: with (Aa) Work Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by gross negligence, willful misconduct (including with respect to tax matters, the intentional and willful disregard of a reporting requirement as specified in Section 2(b) hereof), or bad faith of such Indemnitee or that are income or similar taxes imposed upon Escrow Agent with respect to any fees or expenses payable to it hereunder; and (b) Escrow Agent’s following, accepting or acting upon any written instructions or written directions, whether joint or singular, from the Parties received in accordance with this Agreement. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Seller and the Purchaser agree, solely among themselves, that irrespective of any joint and several liability that either may have to the Escrow Agent under this Agreement, as between them, the Purchaser, on the Sewer Improvementsone hand and Seller, on the other hand, will each only be liable for one-half of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either the Purchaser, on the one hand, or Seller, on the other hand, incurs greater than one-half of any such Losses, the Purchaser, on the one hand, or Seller, on the other hand, as applicable, will promptly (and in no event later than five (5) Business Days) make payment to the other such that each of the Purchaser, on the one hand, and Seller, on the other hand, have borne one-half of all amounts which are paid to Escrow Agent under this Section 7; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) to the extent any Losses owed pursuant to this Section 7 result from or are attributable to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) a Party’s failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure provide tax documentation required to comply with any provision of be provided pursuant to this Agreement, with said indemnification to a Purchaser's Indemnified such Party to include, but in no way shall be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or solely responsible for indemnifying any third-party, except to the extent Indemnitee for such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Losses.

Indemnification and Reimbursement. a. For (a) Seller and in consideration of ten dollars ($10.00) specifically paid by Xxxxx, jointly and severally, shall indemnify, defend and hold harmless Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees shall reimburse Purchaser for, any Damages (as hereinafter defined) which may be sustained, suffered or incurred by Purchaser, whether as a result of third-party claims or otherwise, and which arise from or in connection with or are attributable to reimburse(i) the breach of any of representations, warranties or covenants of Seller contained in this Agreement, (ii) the ownership and operation of the Acquired Assets before the Transfer Date, (iii) any Excluded Liability, (iv) Taxes for which Purchaser or any Affiliate of Purchaser may become liable with respect to income earned but not received by Purchaser or any Affiliate of Purchaser with respect to the Factored Receivables or (v) all Receivables as set forth in the Receivables Transfer Report, net of reserves and allowances as set forth in the Interim Balance Sheet, are not collected within 45 days after their due date or within 45 days after the Closing Date, whichever is later. This indemnity shall survive the Closing for a period of eighteen months after the Closing Date except that with respect to claims arising as a result of a breach or alleged breach of the representations and warranties in Section 3.15, it shall survive without limitation as to time and that with respect to claims arising as a result of a breach or alleged breach of the representations and warranties in Section 3.19 or pursuant to the preceding clause (iv), it shall survive until three months after the expiration of the statute of limitations with respect to each Tax at issue. Any claim for indemnity asserted within the relevant period shall survive until resolved. The indemnity provided in this Section 7.1(a) shall be the sole and exclusive remedy of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, Parent against Seller and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws Xxxxx except in the performance case of fraud. It being understood that any Work on adjustments to the Sewer Improvements; (CPurchase Price pursuant to Section 2.3(c) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way shall not be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgageesthis Section 7.1(a).

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: with (Aa) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee; and (b) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the gross negligence foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Fund for its own account or willful misconduct for the account of Purchaser (and its contractorsan Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)replacement or removal of Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective DateDepositor, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and againstSupporting TruPS Holders, and agrees Supporting Management Parties, jointly and severally, agree to reimburseindemnify, all of Purchaser defend, hold harmless, pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: with (Aa) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Escrow Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages or Claims arise out Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of Purchaser such Indemnitee; (b) Escrow Agent’s following any instructions or directions from the Directing Parties received in accordance with this Escrow Agreement; and its contractors(c) a breach of any representation or warranty made by Depositor under this Escrow Agreement. Depositor, contractors' subcontractors, representatives, agents, employeesSupporting TruPS Holders, and Supporting Management Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its present and future mortgagees)own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Escrow Agreement.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, reasonable costs or expenses (including, without limitation, the reasonable fees and its present expenses of outside counsel and future mortgagees experts and their staffs and the actual expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: with (Aa) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee; and (b) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the gross negligence foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Fund for its own account or willful misconduct for the account of Purchaser (and its contractorsan Indemnitee any amounts determined by a court of competent jurisdiction through a final order to be due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)replacement or removal of Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staff and all expenses of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (Aa) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or Claims arise out fraud of such Indemnitee; and (b) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a right of set-off against the Escrow Amount for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the gross negligence foregoing, Escrow Agent is expressly authorized and directed, but will not be obligated, to charge against and withdraw from the Escrow Amount for its own account or willful misconduct for the account of Purchaser (and its contractorsan Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Sections 6 or 7. The obligations set forth in this Section 7 will survive the resignation, contractors' subcontractorsreplacement or removal of Escrow Agent or the termination of this Agreement. As between the Parties, representatives, agents, employeesthe Company on one hand, and its present Purchaser on the other, agree that irrespective of any joint and future mortgagees).several liability that either may have to Escrow Agent under this Agreement, as between them, the Company on one hand, and Purchaser on the other, will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, if either the Company on one hand, or Purchaser on the other, incurs greater than 50% of any such Losses, Purchaser or the Company, as applicable, will promptly make payment to the other such that each of the Company on one hand, and Purchaser on the other, has borne 50% of all amounts which are paid to Escrow Agent under this Section 7. ​

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerstaxes (other than taxes on income earned by an Indemnitee in connection herewith), representatives, and its present and future mortgagees costs or expenses (each, a including attorney’s fees) (collectively “Purchaser's Indemnified PartyLosses”), for any and all resulting directly or indirectly from (ia) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages or Claims arise out Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence negligence, willful misconduct, or willful misconduct bad faith of Purchaser such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement; provided, that as between the Parties, all amounts for which they are jointly and its contractors, contractors' subcontractors, representatives, agents, employeesseverally liable pursuant to the foregoing sentenece are intended to be split equally between the two of them, and its present in the event that either Party in the first instance pays more than fifty percent of any such joint and future mortgagees)several obligation, such Party shall have a right of contribution from the other Party for such amount as will result in an equal split of such joint and several obligation. The Parties hereby grant Escrow Agent a right of set-off against the Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifiespay, saves harmless from and against, and agrees to reimburse, all of Purchaser or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel (or, if the Escrow Agent chooses to represent itself, the reasonable fees of Escrow Agent) and experts and their staffs and all expense of document location, duplication, and its present and future mortgagees shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all arising directly or indirectly from (ia) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee; and (b) Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a right of set-off against the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the gross negligence foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its own account or willful misconduct for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. Seller and Purchaser (agree that irrespective of any joint and its contractorsseveral liability that either may have to Escrow Agent under this Agreement, contractors' subcontractorsas between them, representativesSeller and Purchaser will each only be liable for 50% of any Losses incurred by Escrow Agent which result in reimbursement or indemnification under this Section 7. As between the Parties, agentsif either Seller or Purchaser incur(s) greater than 50% of any such Losses, employeesSeller or Purchaser, as applicable, will promptly make payment to the other such that each of Seller and its present and future mortgagees)Purchaser has borne 50% of all amounts which are paid to Escrow Agent under this Section 7.

Indemnification and Reimbursement. a. For The Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to the Agent's satisfaction by the Banks against loss, cost, liability and in consideration of ten dollars ($10.00) specifically paid by Purchaser expense. If any indemnity furnished to Seller on the Effective DateAgent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the receiptBanks agree to indemnify the Agent (to the extent not reimbursed by the Borrower), adequacy and sufficiency ratably according to the respective principal amounts of which is hereby acknowledgedthe Notes then held by each of them (or if no Notes are at the time outstanding, Seller hereby indemnifiesratably according to either (i) the respective amounts of their Commitments, saves harmless or if no Commitments are outstanding, (ii) the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityliabilities, damageobligations, expenselosses, loss damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement or any action taken or omitted by the Agent under this Credit Agreement or the other Loan Documents (including, but in without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no way limited toBank shall be liable for any portion of such liabilities, losses suffered due to business interruption)obligations, lost profitslosses, causes of actiondamages, penalties, actions, judgments, suits, attorney's feescosts, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption expenses or being temporarily or permanently displaced disbursements resulting from the Purchaser Parcel) (collectivelyAgent's gross negligence or willful misconduct. Each Bank agrees, ("Damages"); however, that it expressly intends, under this Section 9.5, to indemnify the Agent ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party disbursements arising out of or resulting from the Agent's ordinary or contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws preparation, execution, administration, or enforcement of, or legal advice in the performance respect of any Work on the Sewer Improvements; (C) the Impact Fees rights or responsibilities under, this Credit Agreement and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except other Loan Documents to the extent that the Agent is not reimbursed for such Damages expenses by the Borrower. The provisions of this Section 9.5 shall survive the termination of Credit Agreement and?or the payment or Claims arise out assignment of any of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Obligations.

Indemnification and Reimbursement. a. For The Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to the Agent's satisfaction by the Banks against loss, cost, liability and in consideration of ten dollars ($10.00) specifically paid by Purchaser expense. If any indemnity furnished to Seller on the Effective DateAgent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the receiptBanks agree to indemnify the Agent (to the extent not reimbursed by the Borrower), adequacy and sufficiency ratably according to the respective principal amounts of which is hereby acknowledgedthe Notes then held by each of them (or if no Notes are at the time outstanding, Seller hereby indemnifiesratably according to the respective amounts of their Commitments, saves harmless or if no Commitments are outstanding, the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityliabilities, damageobligations, expenselosses, loss damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement or any action taken or omitted by the Agent under this Credit Agreement or the other Loan Documents (including, but in without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no way limited toBank shall be liable for any portion of such liabilities, losses suffered due to business interruption)obligations, lost profitslosses, causes of actiondamages, penalties, actions, judgments, suits, attorney's feescosts, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption expenses or being temporarily or permanently displaced disbursements resulting from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any PurchaserAgent's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct misconduct. EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS SECTION 9.5, TO INDEMNIFY THE AGENT RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM THE AGENT'S ORDINARY OR CONTRIBUTORY NEGLIGENCE. Without limitation of Purchaser the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Credit Agreement and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)the other Loan Documents to the extent that the Agent is not reimbursed for such expenses by the Borrower. The provisions of this Section 9.5 shall survive the termination of Credit Agreement and/or the payment or assignment of any of the Obligations.

Indemnification and Reimbursement. a. For 12.1 d'Avennes hereby agrees to protect, defend and indemnify TTGL and hold it harmless against and in consideration respect of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all (i) all liabilities and obligations to be paid, performed or discharged by Prisse- or d'Avennes pursuant to the provisions of this Agreement; (ii) all liability, damageloss, expensedamage or deficiency resulting from any misrepresentation, loss breach of warranty, covenant or agreement made by d'Avennes in this Agreement or any certificate or other instrument furnished or to be furnished to TTGL under or in connection with this Agreement (including, but except for any immaterial inconsistencies or incompleteness in no way limited to, losses suffered due to business interruption), lost profits, causes or of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"schedules); and (iii) all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to any of the foregoing provisions of this Section 12.1, including without limitation any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, suit, proceeding or claim or in enforcing this indemnity. If any claim shall be asserted against TTGL in respect of which TTGL proposes to demand indemnification, d'Avennes shall be notified to that effect with reasonable promptness after such assertion and it shall have the right to assume entire control of the defense, compromise or settlement of any such claim through its own attorney and at its own expense, and in connection therewith TTGL shall cooperate fully to make available to d'Avennes all pertinent information under its control relating thereto. 12.2 TTGL agrees to protect, defend and indemnify d'Avennes and hold it harmless against and in respect of (i) all liabilities and obligations of TTGL to be paid, performed or discharged by TTGL pursuant to the provisions of this Agreement; (ii) claimsall liability, ordersloss, rulings damage or judgments (collectivelydeficiency resulting from any misrepresentation, "Claims")breach of warranty, incurred, paid covenant or suffered agreement by TTGL made in this Agreement or in any Purchaser's Indemnified Party arising out of certificate or other instrument furnished or to be furnished by it under or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvementsthis Agreement; and (Giii) Seller's failure all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses incident to comply with any provision of the foregoing provisions of this AgreementSection 12.2, with said indemnification to a Purchaser's Indemnified Party to includeincluding, but without limitation, any legal or other expenses reasonably incurred in no way be limited toinvestigating, Damages or Claims resulting or arising from personal injury, deathdefending, or property damage occurring on preparing to defend any such action, suit, proceeding or off claim or in enforcing this indemnity. If any claim shall be asserted against d'Avennes in respect of which d'Avennes proposes to demand indemnification, TTGL shall be notified to that effect with reasonable promptness after such assertion, and TTGL shall have the right to assume entire control of the Propertydefense, suffered by a Purchaser's Indemnified Party compromise or settlement of any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (claim through its own attorney and at its contractors, contractors' subcontractors, representatives, agents, employeesown expense, and in connection therewith, d'Avennes shall cooperate fully to make available to TTGL all pertinent information under its present and future mortgagees).control relating thereto. 12.3 Notwithstanding the foregoing, the obligations

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on indemnify, defend, hold harmless, pay or reimburse the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the reasonable fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyIndemnitee Losses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: with (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (Ca) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision Escrow Agent’s performance of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Indemnitee Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee; and (b) the Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. In furtherance of the gross negligence foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Deposit for its own account or willful misconduct for the account of Purchaser (an Indemnitee any amounts due to the Escrow Agent or to an Indemnitee under Section 6 or 7. As among the Parties, the indemnification payment and its contractorsreimbursement obligations set forth in this Section 7 shall be the sole responsibility of Seller. The obligations set forth in this Section 7 shall survive the resignation, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)replacement or removal of the Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: with (Aa) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction through an order to have been caused by the gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee; and (b) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Escrow Funds for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the gross negligence foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its own account or willful misconduct for the account of Purchaser an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or this Section 7. The obligations set forth in this Section 7 shall survive the resignation, replacement or removal of Escrow Agent or the termination of this Agreement. As between the Parties, the Losses under this Section 7 shall be paid by the non-prevailing Party in any action giving rise to those Losses, or shall be allocated between the Parties according to relative fault, all as determined by a neutral third party decision-maker selected by mutual agreement of the Parties, or as selected by the Escrow Agent (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)in Escrow Agent’s sole discretion) if the Parties cannot agree.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: with (Ai) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or Claims arise bad faith of such Indemnitee; and (ii) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. Community Choice Aggregator agrees to indemnify, defend, hold harmless, pay and/or reimburse SCE and its affiliates and their respective successors, assigns, directors, agents and/or employees (collectively, the “SCE Indemnitees”) from and against any and Losses arising out of or in connection with (i) SCE’s satisfaction of its obligation to any Indemnitee under Section 9(a) of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence negligence, willful misconduct, or willful misconduct bad faith of Purchaser such SCE Indemnitee, and/or (ii) Escrow Agent validly exercising its rights under Section 9(c) of this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Fund for its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)own account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 6 or this Section 9. The obligations set forth in this Section 9 shall terminate in accordance with or as determined by the State of California Statute of Limitations.

Indemnification and Reimbursement. a. For The Agent shall not be required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to the Agent's satisfaction by the Banks against loss, cost, liability and in consideration of ten dollars ($10.00) specifically paid by Purchaser expense. If any indemnity furnished to Seller on the Effective DateAgent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the receiptBanks agree to indemnify the Agent (to the extent not reimbursed by the Borrower), adequacy and sufficiency ratably according to the respective principal amounts of which is hereby acknowledgedthe Notes then held by each of them (or if no Notes are at the time outstanding, Seller hereby indemnifiesratably according to either (i) the respective amounts of their Commitments, saves harmless or if no Commitments are outstanding, (ii) the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityliabilities, damageobligations, expenselosses, loss damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement or any action taken or omitted by the Agent under this Credit Agreement or the other Loan Documents (including, but in without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no way limited toBank shall be liable for any portion of such liabilities, losses suffered due to business interruption)obligations, lost profitslosses, causes of actiondamages, penalties, actions, judgments, suits, attorney's feescosts, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption expenses or being temporarily or permanently displaced disbursements resulting from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any PurchaserAgent's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct misconduct. EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS SECTION 9.5, TO INDEMNIFY THE AGENT RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM THE AGENT'S ORDINARY OR CONTRIBUTORY NEGLIGENCE. Without limitation of Purchaser the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Credit Agreement and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)the other Loan Documents to the extent that the Agent is not reimbursed for such expenses by the Borrower. The provisions of this Section 9.5 shall survive the termination of Credit Agreement and/or the payment or assignment of any of the Obligations.

Indemnification and Reimbursement. a. For 12.1 Subject to the limitations hereinafter set forth, Seller agrees to defend, indemnify and hold harmless Buyer and its successors and assigns against and in consideration respect of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for any and all loss or damage and related expenses (iincluding reasonable attorneys fees) liability, damage, expense, loss incurred by Buyer resulting from (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes a) any misrepresentation or breach of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered warranty by any Purchaser's Indemnified Party arising out Seller made as part of or contained in this Agreement or in any schedule, certificate or document executed or delivered in connection with: with this Agreement or the transaction contemplated hereby or thereby; or (A) Work on the Sewer Improvements; (Bb) any failure by Seller to secure perform or otherwise fulfill any agreement, covenant or obligation hereunder (the Approvals (provided"Indemnifiable Matters"). Buyer agrees to notify Seller promptly in writing of the occurrence or happening of any event or matter with respect to which Buyer has the right to indemnification hereunder. In the event Buyer or any of its affiliates is a party to any action, howeversuit or proceeding with respect to which Buyer intends to seek indemnification hereunder, that Purchaser has complied Seller shall have the right, exercisable by notifying Buyer within twenty days after receipt of such notice from Buyer to assume the entire control of the defense, compromise, or settlement thereof, all at Seller's expense, including employment of counsel, and in connection therewith Buyer shall cooperate fully to make available to Seller all pertinent information under its control. Buyer may, at its expense if it so elects, designate its own counsel to participate with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws counsel designated by Seller in the performance conduct of such defense. If the defense of any Work on such Indemnifiable Matter is tendered to Seller by notice as set forth above and Buyer is entitled to indemnification pursuant hereto with respect to such matter, and Seller declines or otherwise fails to (i) promptly pay or settle the Sewer Improvements; same, or (Cii) vigorously investigate and defend the Impact Fees same, Buyer may investigate and defend the Concurrency Fees; (D) same and Seller will reimburse Buyer for all judgments, settlement payments and reasonable expenses, including reasonable attorney's fees incurred and paid by it in connection therewith, provided that no settlement will be entered into without Seller's or its contractors'consent, contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way which will not be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)unreasonably withheld.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: with (Aa) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee; and (b) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Escrow Shares for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. In furtherance of the gross negligence foregoing, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Shares for its own account or willful misconduct for the account of Purchaser (and its contractorsan Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 8 or 9. The obligations set forth in this Section 9 shall survive the resignation, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)replacement or removal of Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officers, representatives, costs or expenses (including reasonable and its present and future mortgagees documented fees of outside counsel) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all resulting directly or indirectly from (ia) liabilityEscrow Agent’s performance of this Agreement, damageexcept to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, expensewillful misconduct, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes or bad faith of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages")such Indemnitee; and (iib) claimsEscrow Agent’s following, ordersaccepting or acting upon any instructions or directions, rulings whether joint or judgments (collectivelysingular, "Claims"), incurred, paid from the Parties received in accordance with this Agreement. It is understood that Escrow Agent does not have a contractual right of set-off or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvementscontractual security interest under this Agreement; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance nothing herein shall be construed as a waiver of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's statutory or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use common law rights to which Escrow Agent may otherwise be entitled with respect thereto. Escrow Agent shall notify each Party in writing of the Easement, the Sewer Improvementsany receipt by an Indemnitee of a claim against such Indemnitee, or Purchaser Parcel; () operationany action commenced against such Indemnitee as soon as practicable after such Indemnitee’s receipt of written notice of such claim. However, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) Escrow Agent’s failure to properly maintain, repair and, as necessary, replace or upgrade so notify the Sewer Improvements; and (G) Seller's failure Parties shall not operate in any manner whatsoever to comply with relieve the Parties from any provision liability that they may have otherwise on account of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-partySection 7, except to the extent that the Parties are materially prejudiced by Escrow Agent’s failure to give such Damages notice. The obligations set forth in this Section 7 shall survive the resignation, replacement or Claims arise out removal of Escrow Agent or the gross negligence or willful misconduct termination of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)this Agreement.

Indemnification and Reimbursement. a. For The Parties shall jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser to Seller on the Effective Dateseverally indemnify, the receipt, adequacy defend and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves hold harmless Escrow Agent from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilitylosses, damagedamages, expense, loss liabilities and reasonable and documented out-of-pocket costs or expenses (including, but in no way limited towithout limitation, losses suffered due to business interruption), lost profits, causes the reasonable and documented out-of-pocket fees and reasonable and documented out-of-pocket expenses of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcelone outside counsel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"“Losses”), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: with (Aa) Work on Escrow Agent’s performance of this Agreement, except to the Sewer Improvementsextent that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the fraud, gross negligence, or willful misconduct, of the Escrow Agent and (b) Escrow Agent’s following any instructions or other directions from the Parties (including, for the avoidance of doubt, any instructions or other directions set forth in a Joint Direction or Release Order) received in accordance with this Agreement. It is understood and agreed that the Escrow Agent does not have a contractual right of set off or a contractual security interest under the Agreement; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance nothing herein shall be construed as a waiver of any Work on statutory or common law rights to which the Sewer Improvements; (C) Escrow Agent may otherwise be entitled with respect thereto. Notwithstanding anything to the Impact Fees contrary herein, each of Parent and the Concurrency Fees; Representative hereby agree between themselves that any obligation for indemnification under this Section 8 shall be borne by Parent or the Representative, as determined by a court of competent jurisdiction to be responsible for causing the Losses, fees or expenses against which Escrow Agent is entitled to indemnification or payment or, if no such determination is made, then to each pay fifty percent (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable50%) of any such indemnification claims or payments. The provisions set forth in this Section 8 shall survive the Sewer Improvementsresignation, replacement or failure removal of proper operation of Escrow Agent or the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision termination of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees).

Indemnification and Reimbursement. a. For Neither Agent shall be --------------------------------- required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to such Agent's satisfaction by the Banks against loss, cost, liability and in consideration expense. If any indemnity furnished to either of ten dollars ($10.00) specifically paid by Purchaser the Agents shall become impaired, such Agent may call for additional indemnity and cease to Seller on do the Effective Dateacts indemnified against until such additional indemnity is given. In addition, the receiptBanks agree to indemnify each of the Agents (to the extent not reimbursed by Borrower), adequacy and sufficiency ratably according to the respective principal amounts of which is hereby acknowledgedthe Notes then held by each of them (or if no Notes are at the time outstanding, Seller hereby indemnifiesratably according to either (i) the respective amounts of their Commitments, saves harmless or if no Commitments are outstanding, the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityliabilities, damageobligations, expenselosses, loss damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against either of the Agents in any way relating to or arising out of this Credit Agreement or any action taken or omitted by such Agent under this Credit Agreement or the other Loan Documents (including, but in without limitation, any action taken or omitted under Article II of this Credit Agreement); provided, that no way limited to---------- -------- Bank shall be liable for any portion of such liabilities, losses suffered due to business interruption)obligations, lost profitslosses, causes of actiondamages, penalties, actions, judgments, suits, attorneycosts, expenses or disbursements resulting from such Agent's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent such Damages or Claims arise out of the gross negligence or willful misconduct misconduct. EACH BANK AGREES, HOWEVER, THAT IT EXPRESSLY INTENDS, UNDER THIS SECTION 8.05, TO ------------ INDEMNIFY THE AGENTS RATABLY AS AFORESAID FOR ALL SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS ARISING OUT OF OR RESULTING FROM SUCH AGENT'S ORDINARY OR CONTRIBUTORY NEGLIGENCE. Without limitation of Purchaser the foregoing, each Bank agrees to reimburse each of the Agents promptly upon demand for such Agent's ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by such Agent in connection with the preparation, execution, administration, or enforcement of, or legal advice in respect of rights or responsibilities under, this Credit Agreement and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)the other Loan Documents to the extent that such Agent is not reimbursed for such expenses by Borrower. The provisions of this Section ------- 8.05 shall survive the termination of Credit Agreement and/or the payment or ---- assignment of any of the Obligations.

Indemnification and Reimbursement. a. For The Stockholders’ Agent (solely on behalf of the Stockholders and in consideration of ten dollars ($10.00its capacity as the Stockholders’ Agent, not in its individual capacity) specifically paid by Purchaser and Acquiror agree jointly and severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the reasonable fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: with (Aa) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages or Claims arise out Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence negligence, willful misconduct, or willful misconduct bad faith of Purchaser such Indemnitee; and (b) Escrow Agent’s following any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The Parties hereby grant Escrow Agent a lien on, right of set-off against and security interest in the Fund for the payment of any claim for indemnification, fees, expenses and amounts due to Escrow Agent or an Indemnitee. Subject to providing the Parties a written notice 30 calendar days prior to withdrawing any funds from the Escrow Property, Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Property for its contractorsown account or for the account of an Indemnitee any amounts due to Escrow Agent or to an Indemnitee under Section 8 or this Section 9. The obligations set forth in this Section 7 shall survive the resignation, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)replacement or removal of Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For The Parties agree jointly and in consideration of ten dollars ($10.00) specifically paid by Purchaser severally to Seller on the Effective Dateindemnify, the receiptdefend, adequacy and sufficiency of which is hereby acknowledgedhold harmless, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser pay or reimburse Escrow Agent and its affiliates and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, or reasonable and its present documented, out-of-pocket costs or expenses (including, without limitation, the reasonable and future mortgagees documented fees and expenses of outside counsel and experts and their staffs and all reasonable and documented expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: with (Aa) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the Escrow Agent’s performance of any Work on the Sewer Improvements; (C) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, bad faith or Claims arise out fraud of such Indemnitee and (b) Escrow Agent’s following, accepting or acting upon any instruction or directions, whether joint or singular, from the Parties received in accordance with this Agreement; provided, that as between themselves, and without affecting their indemnification obligations to the Escrow Agent, each of the gross negligence Buyer and the Seller agrees to pay fifty percent (50%) of any such indemnification claims and shall be entitled to reimbursement from the other Party to the extent the amount of Losses paid to an Indemnitee exceeds such agreed to fifty percent (50%) allocation. The obligations set forth in this Section 7 shall survive the resignation, replacement or willful misconduct removal of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For The Company and in consideration of ten dollars ($10.00) specifically paid by Purchaser the Administrative Agent agree jointly and severally to Seller on indemnify, defend, hold harmless, pay or reimburse the Effective Date, the receipt, adequacy and sufficiency of which is hereby acknowledged, Seller hereby indemnifies, saves harmless from and against, and agrees to reimburse, all of Purchaser Escrow Agent and its affiliates (other than the Administrative Agent and the Collateral Agent, in their capacities as Administrative Agent and Collateral Agent) and their respective successors, assigns, ownersdirectors, shareholdersagents and employees (the “Indemnitees”) from and against any and all losses, partnersdamages, membersclaims, employeesliabilities, officerspenalties, representativesjudgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and its present expenses of outside counsel and future mortgagees experts and their staffs and all expense of document location, duplication and shipment) (each, a collectively “Purchaser's Indemnified PartyLosses”), for any and all (i) liability, damage, expense, loss (including, but in no way limited to, losses suffered due to business interruption), lost profits, causes of action, suits, attorney's fees, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption or being temporarily or permanently displaced from the Purchaser Parcel) (collectively, ("Damages"); and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party arising out of or in connection with: with (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws in the performance of any Work on the Sewer Improvements; (Ca) the Impact Fees and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision Escrow Agent’s performance of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except to the extent that such Damages Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, willful misconduct, or Claims arise out bad faith of such Indemnitee and (b) the Escrow Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Company and the Administrative Agent received in accordance with this Agreement. The Company and the Administrative Agent hereby grant the Escrow Agent a lien on, right of set-off against and security interest in the Escrowed Funds for the payment of any claim for indemnification, fees, expenses and amounts due to the Escrow Agent (in its capacity as such) or an Indemnitee. In furtherance of the gross negligence foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrowed Funds for its own account or willful misconduct for the account of Purchaser (and its contractorsan Indemnitee any amounts due to the Escrow Agent or to an Indemnitee under this Section 7. The obligations set forth in this Section 7 shall survive the resignation, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)replacement or removal of the Escrow Agent or the termination of this Agreement.

Indemnification and Reimbursement. a. For The Agent shall not be --------------------------------- required to take any action hereunder or to prosecute or defend any suit in respect of this Credit Agreement or the other Loan Documents unless indemnified to the Agent's satisfaction by the Banks against loss, cost, liability and in consideration of ten dollars ($10.00) specifically paid by Purchaser expense. If any indemnity furnished to Seller on the Effective DateAgent shall become impaired, it may call for additional indemnity and cease to do the acts indemnified against until such additional indemnity is given. In addition, the receiptBanks agree to indemnify the Agent (to the extent not reimbursed by Borrower), adequacy and sufficiency ratably according to the respective principal amounts of which is hereby acknowledgedthe Notes then held by each of them (or if no Notes are at the time outstanding, Seller hereby indemnifiesratably according to either (i) the respective amounts of their Commitments, saves harmless or if no Commitments are outstanding, the respective amounts of the Commitments immediately prior to the time the Commitments ceased to be outstanding), from and against, and agrees to reimburse, all of Purchaser and its successors, assigns, owners, shareholders, partners, members, employees, officers, representatives, and its present and future mortgagees (each, a “Purchaser's Indemnified Party”), for against any and all (i) liabilityliabilities, damageobligations, expenselosses, loss damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Credit Agreement or any action taken or omitted by the Agent under this Credit Agreement or the other Loan Documents (including, but in without limitation, any action taken or omitted under Article II of this Credit ---------- Agreement); provided, that no way limited toBank shall be liable for any portion -------- of such liabilities, losses suffered due to business interruption)obligations, lost profitslosses, causes of actiondamages, penalties, actions, judgments, suits, attorney's feescosts, paralegal fees, legal fees, court costs and other costs whatsoever (including, but in no way limited to, costs suffered due to business interruption expenses or being temporarily or permanently displaced disbursements resulting from the Purchaser Parcel) (collectivelyAgent's gross negligence or willful misconduct. Each Bank agrees, ("Damages"); however, that it expressly intends, under this Section 8.05, to indemnify the Agent ratably as ------------ aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and (ii) claims, orders, rulings or judgments (collectively, "Claims"), incurred, paid or suffered by any Purchaser's Indemnified Party disbursements arising out of or resulting from the Agent's ordinary or contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with: (A) Work on the Sewer Improvements; (B) any failure by Seller to secure the Approvals (provided, however, that Purchaser has complied with its obligations under Paragraph 3 hereof) or to comply with the Approvals and all Applicable Laws preparation, execution, administration, or enforcement of, or legal advice in the performance respect of any Work on the Sewer Improvements; (C) the Impact Fees rights or responsibilities under, this Credit Agreement and the Concurrency Fees; (D) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' activities on the Purchaser Parcel; (E) Seller's or its contractors', contractors' subcontractors', representatives', agents', employees', and its present and future mortgagees' use of the Easement, the Sewer Improvements, or Purchaser Parcel; () operation, use or misuse (whether foreseeable or unforeseeable) of the Sewer Improvements, or failure of proper operation of the Sewer Improvements; (F) failure to properly maintain, repair and, as necessary, replace or upgrade the Sewer Improvements; and (G) Seller's failure to comply with any provision of this Agreement, with said indemnification to a Purchaser's Indemnified Party to include, but in no way be limited to, Damages or Claims resulting or arising from personal injury, death, or property damage occurring on or off of the Property, suffered by a Purchaser's Indemnified Party or any third-party, except other Loan Documents to the extent that the Agent is not reimbursed for such Damages expenses by Borrower. The provisions of this Section 8.05 shall survive the termination ------------ of Credit Agreement and/or the payment or Claims arise out assignment of any of the gross negligence or willful misconduct of Purchaser (and its contractors, contractors' subcontractors, representatives, agents, employees, and its present and future mortgagees)Obligations.