Common use of Indemnification and Release Clause in Contracts

Indemnification and Release. a. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally: (a) indemnify and hold harmless the Collateral Agent and the Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any Creditor Indemnitee in any investigation, litigation, suit or action arising out of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor), or (ii) the release of any of the LNG Parties from its respective liabilities under the Guaranty; provided, however, that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto.

Indemnification and Release. a. The Parent In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Non-LNG Subsidiaries hereby, jointly and severally: (a) indemnify and hold harmless the Collateral Agent and the CreditorMembership Interests hereunder, and each of in addition to Seller’s other obligations under this Agreement, the Sellers hereby agrees to defend and indemnify Buyer and its Affiliates and subsidiaries and their respective directors, officers, directors, employees, equityholdersagents and representatives, attorneysand the successors and assigns of each of them (collectively, consultants the “Buyer Indemnified Parties”) and agents (each, a “Creditor Indemnitee”)the Sellers do hereby agree to hold the Buyer Indemnified Parties forever harmless, from and against any and all claimsClaims made, damagesbrought or asserted against the Buyer Indemnified Parties, liabilities or any one of them, and the Seller, each individually, hereby agree to pay or reimburse the Buyer Indemnified Parties for any and all Claims payable by any of the Buyer Indemnified Parties to any Person, including reasonable attorneys’ and paralegals’ fees and expenses, includingcourt costs, without limitationsettlement amounts, attorneys’ fees costs of investigation and disbursementsinterest thereon from the time such amounts are due at the highest non-usurious rate of interest permitted by applicable Law, which may be incurred through all negotiations, mediations, arbitrations, trial and appellate levels, as a result of, or arising out of, or relating to: (i) any misrepresentation or breach of any representation or warranty made by the Seller in this Agreement or asserted any other certificate, instrument or document contemplated hereby or thereby; (ii) any breach of any covenant, agreement or Obligation of the Sellers contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (iii) any Claims brought or made against the Buyer Indemnified Parties, or any Creditor Indemnitee in any investigationone of them, litigation, suit or action by a third party and arising out of or relating to (i) resulting from the release execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto, any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf sale of the Creditor)Shares, or (ii) the release status of the Buyer or holder of any of the LNG Parties from its respective liabilities under Securities, as a buyer and holder of the Guaranty; provided, however, Shares. To the extent that the Parent foregoing undertaking by the Sellers may be unenforceable for any reason, the Sellers shall make the maximum contribution to the payment and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion satisfaction of such claims, damages, liabilities or expenses arising out each of the gross negligence or willful misconduct of such Creditor IndemniteeClaims covered hereby, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) which is permissible under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant heretoapplicable Law.

Indemnification and Release. a. The Parent 6.1.1 To the extent permitted by Applicable Law, Tenant shall protect, indemnify, release, defend and hold Landlord (and the Non-LNG Subsidiaries hereby, jointly and severally: (aLandlord Parties) indemnify and hold harmless the Collateral Agent and the Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be Claims to the extent caused by or incurred by or asserted against reason of: (a) any Creditor Indemnitee in damage to any investigation, litigation, suit or action arising out property (including the property of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the CreditorLandlord), or any injury (iiincluding death) the release of to any of the LNG Parties from its respective liabilities under the Guaranty; providedperson, howeveroccurring in, that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from on, or against about any portion of such claimsthe Premises, damages, liabilities except to the extent caused by or expenses arising out of from the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdictionLandlord or the Landlord Parties; (b) agree to pay all costs and expenses any Alterations, work, or other thing done by Tenant or any Tenant Parties in connection with or about any portion of the preparationPremises, execution, delivery, filing and recording or from transactions of this Release, Consent and Waiver, and Tenant concerning any portion of the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the CreditorPremises; (c) agree Tenant’s failure to pay comply with any Applicable Laws; (d) any breach or default by Tenant of any representation, covenant or other term of this Lease; provided that Tenant shall not be obligated to so indemnify Landlord to the extent any such matter arises from, or is caused by, the willful misconduct or gross negligence of Landlord or the Landlord Parties; or (e) Tenant’s use and all stamp occupancy of the Premises. Tenant’s agreement to indemnify, defend and other transfer hold the Landlord and the Landlord Parties (the “Indemnitees”) harmless is conditioned upon the Indemnitees (i) providing written notice to Tenant of any claim, demand or filing taxes action arising out of the indemnified activities within thirty (30) days after Landlord has actual knowledge of such claim, demand or action, provided that the failure to so notify Tenant will not relieve Tenant of its obligations hereunder except to the extent such failure has actually materially prejudiced Tenant; (ii) permitting Tenant to assume full responsibility to investigate, prepare for and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and defend against any such claim or demand, subject to Landlord’s reasonable approval of any counsel used in the defense of such claim or demand; (iii) assisting Tenant, at Txxxxx’s expense, in the reasonable investigation of, preparation of and all liabilities with respect to defense of any such claim or resulting from any delay in paying or omission to pay such taxes or feesdemand; and (div) release each Creditor Indemnitee from any dutynot settling such claim or demand that would result in a payment in excess of $100,000 (individually or in the aggregate) without Tenants’ prior written consent, liability which shall not be unreasonably withheld, conditioned, or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto.delayed. “

Indemnification and Release. a. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally: (a) indemnify and hold harmless the Collateral Agent and the Former Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Former Creditor Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any Former Creditor Indemnitee in any investigation, litigation, suit or action arising out of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Former Creditor), or (ii) the release of any of the LNG Parties from its respective liabilities under the Guaranty; provided, however, that the Parent and the Non-LNG Parties shall not be required to indemnify any Former Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Former Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Former Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Former Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Former Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto.

Indemnification and Release. a. The Parent and the Non-LNG Subsidiaries hereby(r) Borrowers agree to defend (with counsel satisfactory to Lender), jointly and severally: (a) protect, indemnify and hold harmless the Collateral Agent Lender, its affiliates and the Creditorsubsidiaries, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents attorneys (each, a each an “Creditor IndemniteeIndemnified Party”), ) from and against any and all claimsliabilities, obligations, losses, damages, liabilities penalties, actions, judgments, suits, claims, awards, costs, expenses and expensesdisbursements of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party in connection with any investigative, administrative, arbitration or judicial proceeding, whether or not the Indemnified Party shall be designated a party thereto), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, attorneys’ fees securities laws and disbursementsregulations, which may be incurred by Environmental Laws and commercial laws and regulations, under common law or asserted against any Creditor Indemnitee in equity, or based on contract or otherwise) in any investigation, litigation, suit manner relating to or action arising out of this Agreement or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor)Loan Document, or (ii) any act, event or transaction related or attendant thereto, the release of any making or issuance and the management of the LNG Parties from its respective liabilities under Notes or the Guaranty; use or intended use of the proceeds of the Restated Credit Facility provided, however, that the Parent and the Non-LNG Parties Borrowers shall not be required have any obligation hereunder to indemnify any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it is in violation of any delay in paying law or omission public policy, Borrowers shall satisfy such undertaking to pay such taxes the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or fees; expense covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the highest rate then applicable under this Agreement from the date incurred by each Indemnified Party until paid by Borrowers, be added to the Obligations of Borrowers and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under be secured by the Notes or any other Existing Transaction Document in respect Collateral. The provisions of this Section 12 shall survive the satisfaction and payment of the LNG Property other Obligations and the release termination of the security interests therein pursuant heretothis Agreement.

Indemnification and Release. a. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally: (a) Borrowers agree to defend (with counsel satisfactory to Lender), protect, indemnify and hold harmless the Collateral Agent Lender, its affiliates and the Creditorsubsidiaries, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents attorneys (each, a each an “Creditor IndemniteeIndemnified Party”), ) from and against any and all claimsliabilities, obligations, losses, damages, liabilities penalties, actions, judgments, suits, claims, awards, costs, expenses and expensesdisbursements of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party in connection with any investigative, administrative, arbitration or judicial proceeding, whether or not the Indemnified Party shall be designated a party thereto), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, attorneys’ fees securities laws and disbursementsregulations, which may be incurred by Environmental Laws and commercial laws and regulations, under common law or asserted against any Creditor Indemnitee in equity, or based on contract or otherwise) in any investigation, litigation, suit manner relating to or action arising out of this Agreement or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor)Loan Document, or (ii) any act, event or transaction related or attendant thereto, the release of any making or issuance and the management of the LNG Parties from its respective liabilities under Notes or the Guaranty; use or intended use of the proceeds of the First Renewal Credit Facility provided, however, that the Parent and the Non-LNG Parties Borrowers shall not be required have any obligation hereunder to indemnify any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it is in violation of any delay in paying law or omission public policy, Borrowers shall satisfy such undertaking to pay such taxes the maximum extent permitted by applicable law. Any liability, obligation, loss, damage, penalty, cost or fees; expense covered by this indemnity shall be paid to each Indemnified Party on demand, and, failing prompt payment, shall, together with interest thereon at the highest rate then applicable under this Agreement from the date incurred by each Indemnified Party until paid by Borrowers, be added to the Obligations of Borrowers and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under be secured by the Notes or any other Existing Transaction Document in respect Collateral. The provisions of this Section 12 shall survive the satisfaction and payment of the LNG Property other Obligations and the release termination of the security interests therein pursuant heretothis Agreement.

Indemnification and Release. a. The Parent In consideration of the Buyers’ execution and delivery of this Agreement and acquiring the Non-LNG Subsidiaries hereby, jointly Issued and severally: (a) indemnify and hold harmless the Collateral Agent and the Creditoroutstanding Common Stock hereunder, and each of in addition to Seller’s other obligations under this Agreement, the Sellers hereby agrees to defend and indemnify Buyers and their Affiliates and subsidiaries and their respective directors, officers, directors, employees, equityholdersagents and representatives, attorneysand the successors and assigns of each of them (collectively, consultants the “Buyers Indemnified Parties”) and agents (each, a “Creditor Indemnitee”)the Sellers do hereby agree to hold the Buyers Indemnified Parties forever harmless, from and against any and all claimsClaims made, damagesbrought or asserted against the Buyers Indemnified Parties, liabilities or any one of them, and the Seller, each individually, hereby agree to pay or reimburse the Buyers Indemnified Parties for any and all Claims payable by any of the Buyers Indemnified Parties to any Person, including reasonable attorneys’ and paralegals’ fees and expenses, includingcourt costs, without limitationsettlement amounts, attorneys’ fees costs of investigation and disbursementsinterest thereon from the time such amounts are due at the highest non-usurious rate of interest permitted by applicable Law, which may be incurred through all negotiations, mediations, arbitrations, trial and appellate levels, as a result of, or arising out of, or relating to: (i) any misrepresentation or breach of any representation or warranty made by the Seller in this Agreement or asserted any other certificate, instrument or document contemplated hereby or thereby; (ii) any breach of any covenant, agreement or Obligation of the Sellers contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (iii) any Claims brought or made against the Buyers Indemnified Parties, or any Creditor Indemnitee in any investigationone of them, litigation, suit or action by a third party and arising out of or relating to (i) resulting from the release execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto, any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf sale of the Creditor)Shares, or (ii) the release status of the Buyers or holder of any of the LNG Parties from its respective liabilities under Securities, as a buyer and holder of the Guaranty; provided, however, Shares. To the extent that the Parent foregoing undertaking by the Sellers may be unenforceable for any reason, the Sellers shall make the maximum contribution to the payment and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion satisfaction of such claims, damages, liabilities or expenses arising out each of the gross negligence or willful misconduct of such Creditor IndemniteeClaims covered hereby, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) which is permissible under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant heretoapplicable Law.

Indemnification and Release. a. The Parent and Administrative Borrower, on behalf of the Non-LNG Subsidiaries herebyLoan Parties, jointly and severally: hereby (a) agrees that the Loan Parties shall indemnify and hold harmless the Collateral Agent and the Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), Indemnified Person from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any Creditor Indemnitee Indemnified Person in any investigation, litigation, suit or action arising out of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf of the Creditor), Agent and the Lenders) or (ii) the release payment of any of the LNG Parties from its respective liabilities under the GuarantyObligations as provided herein; provided, however, provided that the Parent and the Non-LNG Loan Parties shall not be required to indemnify any Creditor Indemnitee Indemnified Person from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor IndemniteeIndemnified Person, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and WaiverAgreement, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (including, without limitation) , the fees and disbursements of counsel to the Collateral Agent and the CreditorLenders; and (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee Indemnified Person harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto.

Indemnification and Release. a. The Parent 6.1.1 To the extent permitted by Applicable Law, Tenant shall protect, indemnify, release, defend and hold Landlord (and the Non-LNG Subsidiaries hereby, jointly and severally: (aLandlord Parties) indemnify and hold harmless the Collateral Agent and the Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be Claims to the extent caused by or incurred by or asserted against reason of: (a) any Creditor Indemnitee in damage to any investigation, litigation, suit or action arising out property (including the property of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the CreditorLandlord), or any injury (iiincluding death) the release of to any of the LNG Parties from its respective liabilities under the Guaranty; providedperson, howeveroccurring in, that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from on, or against about any portion of such claimsthe Premises, damages, liabilities except to the extent caused by or expenses arising out of from the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdictionLandlord or the Landlord Parties; (b) agree to pay all costs and expenses any Alterations, work, or other thing done by Tenant or any Tenant Parties in connection with or about any portion of the preparationPremises, execution, delivery, filing and recording or from transactions of this Release, Consent and Waiver, and Tenant concerning any portion of the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the CreditorPremises; (c) agree Tenant’s failure to pay comply with any Applicable Laws; (d) any breach or default by Tenant of any representation, covenant or other term of this Lease; provided that Tenant shall not be obligated to so indemnify Landlord to the extent any such matter arises from, or is caused by, the willful misconduct or gross negligence of Landlord or the Landlord Parties; or (e) Tenant’s use and all stamp occupancy of the Premises. Tenant’s agreement to indemnify, defend and other transfer hold the Landlord and the Landlord Parties (the “Indemnitees”) harmless is conditioned upon the Indemnitees (i) providing written notice to Tenant of any claim, demand or filing taxes action arising out of the indemnified activities within thirty (30) days after Landlord has actual knowledge of such claim, demand or action, provided that the failure to so notify Tenant will not relieve Tenant of its obligations hereunder except to the extent such failure has actually materially prejudiced Tenant; (ii) permitting Tenant to assume full responsibility to investigate, prepare for and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and defend against any such claim or demand, subject to Landlord’s reasonable approval of any counsel used in the defense of such claim or demand; (iii) assisting Tenant, at Xxxxxx’s expense, in the reasonable investigation of, preparation of and all liabilities with respect to defense of any such claim or resulting from any delay in paying or omission to pay such taxes or feesdemand; and (div) release each Creditor Indemnitee from any dutynot settling such claim or demand that would result in a payment in excess of $100,000 (individually or in the aggregate) without Tenants’ prior written consent, liability which shall not be unreasonably withheld, conditioned, or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto.delayed. “

Indemnification and Release. a. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally: (a) Borrower hereby agrees to indemnify and hold harmless the Collateral Agent Trustee and the Creditorits directors, officers, agents, and each of their respective officersemployees (collectively, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), the "Trustee Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, liabilities fines, penalties, and expenses, includingincluding out of pocket, without limitationincidental expenses, attorneys’ legal fees and disbursementsexpenses, which and the allocated costs and expenses of in- house counsel and legal staff that may be imposed on, incurred by by, or asserted against against, the Trustee Indemnitees or any Creditor Indemnitee of them in any investigation, litigation, suit connection with or action arising out of or relating to (i) the release pursuant hereto of any security interestTrustee's consideration of, lienentering into, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor), or (ii) the release of any of the LNG Parties from its respective liabilities and/or performance under the Guarantythis Forbearance Agreement; provided, however, that the Parent and the Non-LNG Parties foregoing indemnification shall not be required apply to indemnify any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of liability caused by the gross Trustee's negligence or willful misconduct default. Such indemnification does not limit and is not limited by the indemnification obligations of such Creditor Indemniteethe Borrower under Section 8.06 of the Loan Agreement. The Borrower, as determined for itself and for its successors, heirs, and assigns (collectively, the "Borrower Parties"), hereby unconditionally and irrevocably releases, discharges and acquits each and all of Xxxxx Fargo Bank, National Association and the Trustee, for themselves and their respective successors, heirs, and assigns, and for their past and present officers, directors, affiliates, shareholders, agents, insurers, attorneys, and employees (collectively, the "Trustee Parties") from, and waives and relinquishes any and all claims, actions, causes of action, and suits of any kind whatsoever which any of the Borrower Parties have or might have, known or unknown, now existing or that may hereafter arise, directly or indirectly attributable to any and all matters pertaining to (a) any act or omission by a final nonappealable judgment any of a court the Trustee Parties made with regard to this Forbearance Agreement or any matter related to this Forbearance Agreement, including without limitation the R&R Concession, the Bond Interest Fund Concession and the Existing Events of competent jurisdiction; Default, (b) agree any act or omission by or on behalf of any of the Trustee Parties taken or failed to pay all costs and expenses be taken, respectively, in connection accordance with the preparation, execution, delivery, filing terms and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect provisions of the LNG Property and the release of the security interests therein pursuant hereto.Indenture, or