Common use of Indemnification; Insurance Clause in Contracts

Indemnification; Insurance. The Administrator shall defend, indemnify, and save harmless (i) the PTA/PTO/HSA and each member of its board of directors, (ii) the School, and (iii) School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administrator.

Indemnification; Insurance. The Administrator Nexstar shall defendindemnify and hold Mission and its officers, indemnifydirectors, stockholders, agents, and save employees harmless (i) against any and all liability for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating to the PTA/PTO/HSA advertising or other material furnished by Nexstar for broadcast on the Station, along with any fine or forfeiture imposed by the FCC because of the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and each member of hold Nexstar and its board of officers, directors, (ii) the Schoolmembers, agents, and (iii) School System employees harmless from any loss, failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 of this Agreement. Indemnification shall include all liability, damagecosts, costand expenses, or expense including counsel fees (including at trial and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out cooperation of the Administratorclaiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s gross negligencereasonable approval, fraudprovided, willful misconducthowever, malfeasancethat no claim may be settled by an indemnifying party without the consent of the indemnified party, material breach of any representationand provided further, warrantythat if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, covenant, or agreement set forth the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, breach in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of fiduciary duty, or actions performed outside no more than $100,000. Each Party will name the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain other party as an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratoradditional insured on these policies.

Indemnification; Insurance. The Administrator 14.1 Each Party (the "Indemnifying Party") shall indemnify, hold harmless and defend any other Party (the "Indemnified Party") against any and all Third Party claims resulting from the Indemnifying Party's breach of a representation, warranty or any obligations under this Agreement. 14.2 All claims for indemnification shall be asserted and resolved as follows: (a) upon receipt or notification of any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known to the Indemnified Party (the "Claim Notice"). (b) the Indemnifying Party shall have the sole right to defend, indemnifycontrol and manage by appropriate proceedings with counsel of the Indemnifying Party's choice, and save harmless or settle or otherwise resolve such claim. (ic) if the PTA/PTO/HSA and each member Indemnified Party desires to hire additional counsel of its board choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of directorsan Indemnifying Party's liability under this Section, (ii) that Indemnifying Party shall reimburse the School, Indemnified Party for all indemnifiable costs and (iii) School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) expenses incurred by reason the Indemnified Party. 14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any demandsactual, claims, suits, actions, threatened or proceeding arising out possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach Indemnifying Party of any representationliability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party. 14.4 Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, warranty, covenant, or agreement set forth including adequate products liability coverage in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreementaccordance with industry standards. To support this indemnification, the Administrator will Each Party shall provide the PTA/PTO/HSA other with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks written notice at least 15 days prior to working with students. Finally, the parents of all student participants any cancellation or material change in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratorsuch insurance program.

Indemnification; Insurance. (a) The Administrator shall defend, indemnify, Company agrees to indemnify Employee and save hold Employee harmless (i) the PTA/PTO/HSA against any and each member of its board of directors, (ii) the School, and (iii) School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demandsall losses, claims, suitsdamages, actionsliabilities and costs (and all actions in respect thereof and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs of investigating, preparing or proceeding defending any such action or claim, whether or not in connection with litigation in which Employee is a party, as and when incurred, directly or indirectly caused by, relating to, based upon or arising out of any work performed by Employee in connection with this Agreement to the Administratorfull extent permitted by the Nevada Revised Statutes and by the Articles of Incorporation and Bylaws of the Company, as may be amended from time to time. (b) The indemnification provision of this Section 10 shall be in addition to any liability which the Company may otherwise have to Employee. (c) If any action, proceeding or investigation is commenced as to which Employee proposes to demand such indemnification, Employee shall notify the Company with reasonable promptness. Employee shall have the right to retain counsel of Employee’s gross negligenceown choice to represent Employee, fraudand the Company shall pay all reasonable fees and expenses of such counsel; and such counsel shall, willful misconductto the fullest extent consistent with such counsel’s professional responsibilities, malfeasance, material breach cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any representationclaim against Employee made with the Company’s written consent, warrantywhich consent shall not be unreasonably withheld or delayed, covenantto the fullest extent permitted by the Nevada Revised Statutes and any other applicable law, or agreement set forth in this Agreement, breach the Articles of fiduciary duty, or actions performed outside the scope Incorporation and Bylaws of the authority Corporation, as may be amended from time to time. No such settlement of any claim shall by made by Employee without the written consent of the Administrator pursuant to this Agreement. To support this indemnificationCompany, which consent shall not be unreasonably withheld or delayed. (d) Further, the Administrator will provide Company agrees to include Employee in the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason coverage of any demandsdirectors’ and officers’ liability it provides on behalf of its directors or senior executive officers and, claimsif Employee is a fiduciary under a Company plan, suits, actions, or proceeding arising out of coverage under the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of applicable fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administratorinsurance policy, in a form approved provided by the Administratoreach case providing at least $2,000,000 of coverage.

Indemnification; Insurance. The Administrator (a) Parent and Subsidiary agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former trustees, directors or officers (the “Indemnified Parties“) of the Company and its subsidiaries as provided in their respective declarations of trust, certificates of incorporation or bylaws (or similar organizational documents), shall defend, indemnify, survive the Merger and save harmless shall continue in full force and effect in accordance with their terms. (i) In addition to the PTA/PTO/HSA rights provided in Section 6(a) above, in the event that any officer, director or trustee of the Company or any of the Company’s subsidiaries (the “Indemnification Parties“) is, or is threatened to be, made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including without limitation, actions by or on behalf of securityholders, (each, a “Proceeding“), by reason of the fact that he is or was an officer, employee, director or trustee of the Company or any of the Company’s subsidiaries or any action or omission by such individual in his capacity as such (including any action or omission occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), Parent and Subsidiary and their respective successors and assigns (the “Indemnifying Parties“) shall, from and after the Effective Time, indemnify and hold harmless, as and to the full extent permitted by applicable law, each member of its board of directorsIndemnification Party against any losses, claims, liabilities, expenses (including reasonable documented attorneys’ fees and expenses), judgments, fines and amounts paid in settlement in accordance herewith in connection with any such Proceeding. (ii) Any Indemnification Party proposing to assert the Schoolright to be indemnified under this Section 6(b) shall, promptly after receipt of notice of commencement of any action against such Indemnification Party in respect of which a claim is to be made under this Section 6(b) against the Indemnifying Parties, notify the Indemnifying Parties of the commencement of such action, enclosing a copy of all papers served; provided, however, that the failure to provide such notice shall not affect the obligations of the Indemnifying Parties except to the extent such failure to notify materially prejudices the Indemnifying Parties’ ability to defend such claim, action, suit, proceeding or investigation; and provided further, however, that, in the case of any Proceeding pending, to the knowledge of the Company, at the Control Time or Effective Time, the Company shall notify Parent pursuant to this Section 6(b) prior to the Control Time or Effective Time, as the case may be. (iii) School System If any such action is brought against any of the Indemnification Parties and such Indemnification Parties notify the Indemnifying Parties of its commencement, the Indemnifying Parties will be entitled to participate in and, to the extent that they elect by delivering written notice to such Indemnification Parties promptly after receiving notice of the commencement of the action from the Indemnification Parties, to assume the defense of the action and after notice from the Indemnifying Parties to the Indemnification Parties of their election to assume the defense, the Indemnifying Parties will not be liable to the Indemnification Parties for any losslegal or other expenses of their counsel except as provided below. If the Indemnifying Parties assume the defense, liabilitythe Indemnifying Parties shall have the right to settle such action without the consent of the Indemnification Parties; provided, damagehowever, costthat no Indemnifying Parties, in the defense of any such action shall, except with the consent of the Indemnification Parties, consent to entry of any judgment or enter into any settlement that (A) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnification Parties of a full, unconditional release from all liability with respect to such action, or (B) contains obligations of such Indemnification Party other than with respect to the payment of money. (iv) The Indemnification Parties will have the right to employ their own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such Indemnification Parties unless (including reasonable attorneys' feesA) incurred the employment of counsel by reason the Indemnification Parties has been authorized in writing by the Indemnifying Parties, (B) the Indemnification Parties have reasonably concluded (based on advice of any demandscounsel to the Indemnification Parties) that there may be legal defenses available to them that are different from or in addition to and inconsistent with those available to the Indemnifying Parties, claims, suits, actions, (C) a conflict or proceeding arising out potential conflict exists (based on advice of counsel to the Indemnification Parties) between the Indemnification Parties and the Indemnifying Parties (in which case the Indemnifying Parties will not have the right to direct the defense of such action on behalf of the Administrator’s gross negligenceIndemnification Parties) or (D) the Indemnifying Parties have not in fact employed counsel to assume the defense of such action within a reasonable time (not to exceed 30 days) after receiving notice of the commencement of the action from the Indemnification Parties, fraudin each of which cases, willful misconductthe reasonable documented fees, malfeasancedisbursements and other charges of counsel will be at the expense of the Indemnifying Parties and shall promptly be paid by each Indemnifying Party within 20 days of receipt by the Indemnifying Parties of notice and documentation that such fees and expenses are due and payable. (v) Notwithstanding anything contained in this Section 6.6 to the contrary, material breach the Indemnifying Parties shall not be obligated to advance any expenses or costs prior to receipt of (A) an undertaking by or on behalf of the Indemnification Party to repay any representationexpenses advanced if it shall ultimately be determined that the Indemnification Party is not entitled to be indemnified against such expense pursuant to the last sentence of this Section 6(b) and (B) such other representations as may be required by law. It is understood that the Indemnifying Parties shall not, warrantyin connection with any Proceeding or Proceedings in the same jurisdiction, covenantbe liable for the reasonable documented fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such Indemnification Parties unless (x) the employment of more than one counsel has been authorized in writing by the Indemnifying Parties, (y) any of the Indemnification Parties have reasonably concluded (based on advice of counsel to the Indemnification Parties) that there may be legal defenses available to them that are different from or agreement in addition to and inconsistent with those available to other Indemnification Parties or (z) a conflict or potential conflict exists (based on advice of counsel to the Indemnification Parties) between any of the Indemnification Parties and the other Indemnification Parties, in each case of which the Indemnifying Parties shall be obligated to pay the reasonable documented fees and expenses of such additional counsel or counsels on the same basis as provided in the immediately preceding sentence. (vi) Notwithstanding anything to the contrary set forth in this Agreement, breach the Indemnifying Parties (A) shall not be liable for any settlement effected without their prior written consent and (B) shall not have any obligation hereunder to any Indemnification Party to the extent that a court of fiduciary duty, or actions performed outside competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable law. In the scope event of the authority a final and non-appealable determination by a court that any payment of the Administrator pursuant to this Agreement. To support this indemnificationexpenses is prohibited by applicable law, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar Indemnification Parties shall promptly refund to the language below: The Vendor Indemnifying Parties the amount of all such expenses theretofore advanced pursuant hereto. (vii) In no event shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from Indemnifying Parties be responsible for any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demandslosses, claims, suitsliabilities, actionsexpenses, judgments, fines or proceeding amounts paid in settlement of (A) any Proceedings arising out due to violations of Section 16 under the Exchange Act or (B) for which the Indemnification Party has previously been reimbursed from other sources. (c) For six years from the Effective Time, Parent shall maintain in effect the Company’s current directors’ and officers’ liability insurance covering those trustees, directors and officers who are currently covered by the Company’s directors’ and officers’ liability insurance policy (the “Company Insured Parties“) (a copy of which has been heretofore delivered to Parent) (or, in lieu of maintaining such insurance, cause coverage to be provided under any policy maintained for the benefit of Parent or any of its subsidiaries or otherwise obtained by Parent, so long as the terms thereof are no less advantageous to the intended beneficiaries thereof than those of the VendorCompany’s negligencepolicy); provided, fraudhowever, willful misconductthat in no event shall Parent be required to expend in excess of 200% of the annual premiums currently paid by the Company for such insurance, malfeasanceand; provided, material breach further, that if the annual premiums of such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. In lieu of the foregoing, Parent may purchase six-year “tail” coverage covering acts or omissions prior to the Effective Time on substantially similar terms to the existing policy of the Company. (d) This Section 6.6 shall survive the consummation of the Merger, is intended to benefit the Indemnified Parties, and shall be binding on all successors and assigns of Parent and the Surviving Company. If Parent or Subsidiary or any representationof its respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, warrantythen, covenant, or agreement and in each such case the successors and assigns of such entity shall assume the obligations set forth in this AgreementSection 6.6, breach of fiduciary dutywhich obligations are expressly intended to be for the irrevocable benefit of, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also and shall be required to complete national background checks prior to working with students. Finallyenforceable by, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA each director, trustee and the Administrator, in a form approved provided by the Administratorofficer covered hereby.

Indemnification; Insurance. The Administrator shall defend(a) From and after the Effective Time, indemnifythe Surviving Corporation will, and save Parent will cause the Surviving Corporation to indemnify and hold harmless each present and former director and officer of the Company (the “Indemnified Parties”), against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, by reason of the fact that such individual is or was a director or officer of the Company, or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in respect of actions or omissions occurring at or prior to the Effective Time, to the fullest extent permitted under the Restated Certificate of Incorporation and Bylaws of the Company as of the date hereof, and shall advance fees and expenses (including attorneys fees) as incurred to the fullest extent permitted under the Restated Certificate of Incorporation and Bylaws of the Company as of the date hereof. (b) The Surviving Corporation shall be entitled to assume the defense of any action, suit, investigation or proceeding and the Surviving Corporation shall not be liable to any Indemnified Party for any legal expenses of separate counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Party advises that there are issues that raise conflicts of interest between the Surviving Corporation and the Indemnified Party, the Indemnified Party may retain counsel reasonably satisfactory to the Surviving Corporation, and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received; provided that the Surviving Corporation shall not be liable for the fees of more than one counsel for all Indemnified Parties, other than one local counsel in each jurisdiction, unless a conflict of interest shall be caused thereby, and provided further that the Surviving Corporation shall not be liable for any settlement effected without its written consent. (c) For six (6) years after the Effective Time, the Surviving Corporation shall maintain in effect the Company’s current directors’ and officers’ liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those Company officers and directors who are currently covered by the Company’s directors’ and officers’ liability insurance policy on terms with respect to such coverage and amount no less favorable to the Company’s directors and officers currently covered by such insurance than those of such policy in effect on the date hereof; provided that the Surviving Corporation may substitute therefor policies of Parent or its Subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers; provided further that in no event shall the Surviving Corporation be required to pay aggregate annual premiums for insurance under this Section 6.6(c) in excess of 200% of the aggregate premiums paid by the Company for the fiscal year ended September 30, 2005 (which amount is set forth on Section 6.6 to the Company Disclosure Schedule) on an annualized basis for such purpose and, if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to use its reasonable best efforts obtain a policy with the greatest coverage available for a cost not exceeding such amount. In lieu of the purchase of such insurance, the Surviving Corporation may in its discretion purchase a six-year extended reporting period endorsement under the Company’s directors’ and officers’ liability insurance coverage providing at least the same level of insurance coverage as would otherwise be required to be maintained by the Surviving Corporation under this Section 6.6(c). (d) If Parent, the Surviving Corporation or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the PTA/PTO/HSA and each member continuing or surviving corporation or entity of its board of directors, such consolidation or merger or (ii) the Schoolshall transfer all or substantially all of its properties or assets to any Person, and (iii) School System from any lossthen, liabilityin each case, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out Parent shall cause such action to be taken as may be necessary so that such Person shall assume all of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement applicable obligations set forth in this AgreementSection 6.6. (e) Notwithstanding anything herein to the contrary and to the fullest extent permitted by Law, breach if any action, suit or proceeding is brought against any Indemnified Party and written notice of fiduciary dutysuch action, suit or actions performed outside proceeding is provided to Parent by such Indemnified Party, on or prior to the scope sixth anniversary of the authority Effective Time, the provisions of this Section 6.6 shall continue in effect with respect to such action, suit or proceeding until the final disposition thereof. (f) This Section 6.6 shall survive the consummation of the Administrator pursuant Merger at the Effective Time, is intended to this Agreement. To support this indemnificationbenefit the Indemnified Parties and their respective heirs, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSAexecutors and personal representatives, and Administrator. The form shall be binding on all successors and assigns of this indemnity agreement will be substantially similar to the language below: The Vendor shall defendCompany, indemnify, and save harmless the Administrator, the School Parent and the PTA/PTO/HSA, from Surviving Corporation. This Section 6.6 shall not limit or otherwise adversely affect any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of rights any demands, claims, suits, actions, or proceeding arising out of Indemnified Party may have under any agreement with the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorCompany.

Indemnification; Insurance. If the accomplishment of this Order requires Seller to sell goods, perform services, or provide labor on the premise of KUKA ASSEMBLY AND TEST: a) ▇▇▇▇▇▇ agrees to take all precautions necessary to prevent the occurrence of any accident, injury, death, or loss to any persons or property. Seller further agrees to be solely responsible for any accident, injuries, death, or loss to any persons or property which arise out of its performance under this Order. ▇▇▇▇▇▇ further agrees that: (i) Seller will keep the premises and work area safe and free and clear of all hazards. (ii) The Administrator shall defendwork will remain at Seller's sole risk prior to written acceptance by KUKA ASSEMBLY AND TEST and Seller will replace at its own expense all work damaged or destroyed as a result of the acts, omissions or negligence of Seller. (iii) Seller will, to the fullest extent permitted by law, indemnify, and save harmless and defend KUKA ASSEMBLY AND TEST from and against any and all claims, demands or suits made or brought against Seller or KUKA ASSEMBLY AND TEST on account of any of the terms or provisions of any applicable worker's compensation law and/or unemployment insurance law, or other breach of an Order or these Terms and Conditions. (iiv) Seller shall maintain public liability insurance with limits that are at least the PTA/PTO/HSA equivalent of a combined bodily injury and each member property damage single limit of its board $1,500,000 per occurrence, including contractual coverage with respect to the indemnity provisions of directorsthese Terms and Conditions and shall have KUKA ASSEMBLY AND TEST named as an additional insured thereon. Such insurance shall be deemed to be the primary liability coverage and Seller shall furnish KUKA ASSEMBLY AND TEST acceptable evidence of such insurance before commencing work. b) Seller will, (ii) to the Schoolfullest extent permitted by law, indemnify, defend, and hold harmless KUKA ASSEMBLY AND TEST from and against any liability, lawsuit, claim or action (iiiregardless of the merits thereof) School System from ("Claim"), and pay any loss, liability, damage, costjudgment, cost or expense associated therewith (including reasonable attorneys' including, without limitation, attorneys fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of any death or injury to any person, or damage to or destruction of any property, or any other actual or alleged damage or loss whatsoever, of whatever kind or nature, foreseeable or unforeseeable, suffered by any individual or entity, resulting or alleged to result in whole or in part from: (a) any actual or alleged defect in any goods covered by any Order, whether latent or patent, including ,without limitation, any actual or alleged failure by such goods or the Administrator’s gross negligencemanufacture, fraudpossession, willful misconductuse or sale thereof to comply with any law, malfeasancerule, material regulation, ordinance or order, unless such death, injury or damages were caused, in their entirety, by the sole negligence of KUKA ASSEMBLY AND TEST; (b) Seller's failure to comply with any provision of these Terms and Conditions or any Order or the act or omission of either Seller, Seller's vendors, subcontractors or anyone acting directly or indirectly under Seller's direction, control or on Seller's behalf; (c) any misrepresentation or breach of any representation, warrantyagreement or covenant by Seller; or (d) alleged infringement of any patent, covenantcopyright, trademark or agreement set forth in this Agreementother intellectual property rights of a third party. KUKA ASSEMBLY AND TEST's indemnification damages will include, breach without limitation, the cost to replace the goods covered by the Order and any consequential damages, including, but not limited to, loss of fiduciary dutyprofits and any other claims made by KUKA ASSEMBLY AND TEST, its employees, agents or actions performed outside the scope of the authority of the Administrator pursuant to this Agreementcustomers. To support this indemnification, the Administrator extent that these Terms and Conditions provide that Seller will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, defend KUKA ASSEMBLY AND TEST from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, demands or suits, actionsit is the intention of Seller that such indemnity shall apply, or proceeding arising out to the fullest extent permitted by law, unless the Claim was caused by the sole negligence of the Vendor’s negligenceKUKA ASSEMBLY AND TEST. c) Seller shall maintain such liability insurance, fraudincluding product liability, willful misconductcompleted operations, malfeasancecontractor's liability, material breach of any representationautomobile liability, warrantycomprehensive general liability, covenantand workers' compensation and employer's liability as will adequately protect Seller and KUKA ASSEMBLY AND TEST against such Claims and all other claims, or agreement set forth in this Agreementlosses, breach of fiduciary dutydamages, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreementliabilities, fines, and expenses but not less than $1,000,0000 per occurrence. All vendors will also such insurance shall be required placed with reputable companies acceptable to complete national background checks prior KUKA ASSEMBLY AND TEST, with policy language in form and content acceptable to working with studentsKUKA ASSEMBLY AND TEST, and naming KUKA ASSEMBLY AND TEST as an additional insured in all such policies. Finally, the parents Seller shall furnish KUKA ASSEMBLY AND TEST Certificates of Insurance evidencing all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratorsuch coverage.

Indemnification; Insurance. The Administrator 8.1 Take Two shall defendindemnify GameTek, indemnifyits subsidiaries, parents and affiliates and their respective officers, directors, employees and agents (the "GameTek Parties") and undertakes to defend the GameTek Parties, and save hold the GameTek Parties harmless (i) the PTA/PTO/HSA and each member of its board of directors, (ii) the School, and (iii) School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demandsactions, claims, suits, actionsproceedings, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' attorney's fees) incurred or damage suffered by any of them arising out of or connected in any way with any acts, omissions or misrepresentations by Take Two that constitute a breach of this Agreement by Take Two or any breach by Take Two of its representations, warranties or agreements herein made, including without limitation the reasonable costs of any direct claim by GameTek against Take Two by reason of the foregoing. GameTek shall not settle any demandssuch third party claim or proceeding without Take Two's prior written consent, which shall not be unreasonably withheld or delayed. Take Two shall have the right, at its expense, to participate in the defense thereof with counsel of its choice, provided further that GameTek shall have the right at all times, in its sole discretion, to retain or resume control of the conduct thereof. Take Two shall provide GameTek with any assistance that GameTek reasonably requests in connection therewith at GameTek's cost. 8.2 GameTek shall indemnify Take Two, its subsidiaries, parents and affiliates and their respective officers, directors, employees and agents (the "Take Two Parties") and undertakes to defend the Take Two Parties and hold the Take Two Parties harmless from any actions, claims, suits, actionsproceedings, loss, liability, cost, expense (including reasonable attorney's fees) or damage suffered by any of them arising out of or connected in any way with any acts, omissions or misrepresentations by GameTek that constitute a breach of this Agreement by GameTek or any breach by GameTek of its representations, warranties and agreements herein made, including without limitation the reasonable costs of any direct claim by Take Two against GameTek by reason of the foregoing. Take Two shall promptly notify GameTek of any such third party claim or proceeding and shall not settle any such claim without GameTek's prior written consent, which shall not be unreasonably withheld or delayed. GameTek shall have the right, at GameTek's expense, to participate in the defense thereof with counsel of GameTek's choice, provided that Take Two shall have the right at all times, in Take Two's sole discretion, to retain or resume control of the conduct thereof. GameTek shall provide Take Two with any assistance that Take Two reasonably requests in connection therewith at Take Two's cost. (a) Take Two shall obtain and maintain at its own expense, product liability and errors and omissions insurance from a recognized and qualified insurance company naming GameTek as insured in the amount of at least $1 million per occurrence and $2 million in the aggregate against any claims, suits, loss or damage arising out of any personal injury or property damage arising out of the Vendor’s negligenceDistributed Products. Such policy shall not be subject to cancellation or material amendment except after thirty (30) days prior written notice to GameTek. GameTek will be named as an additional insured on such policy. As proof of such insurance, frauda fully paid certificate of insurance will be submitted to GameTek by Take Two on or before approval by Nintendo of Japan, willful misconductInc. of the final code for the first Game Title released hereunder. (b) GameTek shall obtain and maintain at its own expense, malfeasanceproduct liability and errors and omissions insurance from a recognized and qualified insurance company naming Take Two as insured in the amount of at least $1 million per occurrence and $2 million in the aggregate against any claims, material breach suits, loss or damage arising out of any representationpersonal injury or property damage. Such policy shall not be subject to cancellation or material amendment except after thirty (30) days prior written notice to Take Two. Take Two will be named as an additional insured on such policy. As proof of such insurance, warrantya fully paid certificate of insurance will be submitted to Take Two by GameTek on or before the execution of this Agreement approval by Nintendo of Japan, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope Inc. of the authority of final code for the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratorfirst Game Title released hereunder.

Indemnification; Insurance. The Administrator 8.1 Distributor shall defendindemnify GameTek, indemnifyits subsidiaries, parents and affiliates and their respective officers, directors, employees and agents (the "GameTek Parties") and undertakes to defend the GameTek Parties, and save hold the GameTek Parties harmless (i) the PTA/PTO/HSA and each member of its board of directors, (ii) the School, and (iii) School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demandsactions, claims, suits, actionsproceedings, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' attorney's fees) incurred or damage suffered by any of them arising out of or connected in any way with any acts, omissions by Distributor or its agents in the performance of its duties hereunder or any breach by Distributor of its representations, warranties or agreements herein made, including without limitation the reasonable costs of any direct claim by GameTek against Distributor by reason of the foregoing. GameTek shall not settle any demandssuch third party claim or proceeding without Distributor's prior written consent, which shall not be unreasonably withheld or delayed. Distributor shall have the right, at its expense, to participate in the defense thereof with counsel of its choice, provided further that GameTek shall have the right at all times, in its sole discretion, to retain or resume control of the conduct thereof. Distributor shall provide GameTek with any assistance that GameTek reasonably requests in connection therewith. 8.2 GameTek shall indemnify Distributor, its subsidiaries, parents and affiliates and their respective officers, directors, employees and agents (the "Distributor Parties") and undertakes to defend the Distributor Parties and hold the Distributor Parties harmless from any actions, claims, suits, actionsproceedings, loss, liability, cost, expense (including reasonable attorney's fees) or damage suffered by any of them arising out of or connected in any way with any acts, omissions by GameTek or its agents in the performance of its duties hereunder or breach by GameTek of its representations, warranties and agreements herein made, including without limitation the reasonable costs of any direct claim by Distributor against GameTek by reason of the foregoing. Distributor shall promptly notify GameTek of any such third party claim or proceeding and shall not settle any such claim without GameTek's prior written consent, which shall not be unreasonably withheld or delayed. GameTek shall have the right, at GameTek's expense, to participate in the defense thereof with counsel of GameTek's choice, provided that Distributor shall have the right at all times, in Distributor's sole discretion, to retain or resume control of the conduct thereof. GameTek shall provide Distributor with any assistance that Distributor reasonably requests in connection therewith. (a) Distributor shall obtain and maintain at its own expense, product liability and errors and omissions insurance from a recognized and qualified insurance company naming GameTek as insured in the amount of at least $1 million per occurrence and $3 million in the aggregate against any claims, suits, loss or damage arising out of any personal injury or property damage arising out of the Vendor’s negligenceDistributed Products. Such policy shall not be subject to cancellation or material amendment except after thirty (30) days prior written notice to GameTek. GameTek will be named as an additional insured on such policy. As proof of such insurance, frauda fully paid certificate of insurance will be submitted to GameTek by Distributor on or before the execution of this Agreement. (b) GameTek shall obtain and maintain at its own expense, willful misconductproduct liability and errors and omissions insurance from a recognized and qualified insurance company naming Distributor as insured in the amount of at least $1 million per occurrence and $3 million in the aggregate against any claims, malfeasancesuits, material breach loss or damage arising out of any representationpersonal injury or property damage. Such policy shall not be subject to cancellation or material amendment except after thirty (30) days prior written notice to Distributor. Distributor will be named as an additional insured on such policy. As proof of such insurance, warranty, covenant, a fully paid certificate of insurance will be submitted to Distributor by GameTek on or agreement set forth in before the execution of this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administrator.

Indemnification; Insurance. (a) The Administrator shall defend, indemnifyCompany shall, and save shall cause its Subsidiaries to, indemnify and hold harmless each Covered Person and the Manager to the fullest extent permitted by applicable law from and against any and all losses, claims, demands, costs, damages, liabilities (i) the PTA/PTO/HSA and each member joint or several), obligations, expenses of its board of directors, (ii) the School, and (iii) School System from any loss, liability, damage, cost, or expense nature (including reasonable attorneys' feeslegal and accounting fees and expenses, costs of investigation and sums paid in settlement), judgments, fines, settlements, and other amounts (“Indemnified Costs”) arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved as a party or otherwise, incurred by reason of any demands, claims, suits, actions, act or proceeding arising out omission performed or omitted by such Covered Person from and after the Effective Date in good faith on behalf of the AdministratorCompany and its Subsidiaries and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, regardless of whether the Covered Person is a Covered Person at the time any such Indemnified Cost is paid or incurred, except that neither the Manager nor any Covered Person shall be entitled to be indemnified in respect of (and this provision shall not reduce or limit the liability of a Covered Person with respect to) any Indemnified Cost incurred by such Covered Person by reason of such Covered Person’s fraud, gross negligence, fraud, willful misconduct, malfeasance, material intentional misconduct or bad faith violation of the implied contractual covenant of good faith and fair dealing or such Covered Person’s breach of a this Agreement or other agreement with the Company or a Subsidiary to which such Covered Person is a party, and with respect to the Manager or the Day-to-Day Operating Manager, a breach of fiduciary duties; provided, however, that any representationindemnity under this Section 3.18 shall be provided out of and to the extent of the assets of the Company and its Subsidiaries (including insurance) only, warrantyand no Covered Person shall have any personal liability on account thereof. Further, covenantthe Company shall not indemnify the Manager or any Covered Person in connection with a proceeding (or part thereof) initiated by such Person or any of such Person’s Affiliates, against the Company or agreement set forth any Subsidiary or any other Covered Person, whether by direct claim, counterclaim or otherwise, unless the initiation thereof was approved or ratified by the Board. The Company may cause each of its Subsidiaries to execute a joinder agreeing to assume responsibility for its obligations pursuant to this Section 3.18 and to act in accordance herewith. (b) Notwithstanding any other provision of this Section 3.18 or otherwise in this Agreement, breach the Company shall, and shall cause its Subsidiaries to, reimburse Indemnified Costs incurred by the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of fiduciary dutythe Company or its Subsidiaries or other participation at the request of the Company or a Subsidiary in a proceeding involving or affecting the Company or its Subsidiaries at a time when the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of the Company or the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of the Company or Covered Person is not a named defendant or respondent in the proceeding. (c) The indemnification provided by this Section 3.18 shall be in addition to any other rights to which the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of the Company or the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of the Company or a Covered Person may be entitled under any agreement or determination of the Board, both as to the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of the Company or the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of the Company or the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of the Company, the Manager or the Covered Person’s capacity as the Manager or a Covered Person in connection with such Person’s appearance as a witness on behalf of the Company or the Manager or a Covered Person, and as to an action in another capacity, and shall continue as to the Manager and a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Manager and each Covered Person. (d) The Company shall have the power to purchase and maintain insurance on behalf of any Person who is or was an agent of the Company against any liability asserted against such Person and incurred by such Person in any such capacity, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of such Person’s status against such liability under the Vendor’s negligenceprovisions of Section 3.18 or under applicable law. Further, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope Company shall maintain director and officer insurance covering the Manager and members of the authority Board of the Vendor pursuant Members in an amount to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided determined by the AdministratorBoard, but in any event no less than $1,000,000 for each incident and $10,000,000 total.

Indemnification; Insurance. The Administrator (A) NPB shall indemnify, defend, indemnify, and save hold harmless (i) the PTA/PTO/HSA and each member of its board of directors, officers, employees and agents of CIB (iieach, an "Indemnified Party") the Schoolagainst all losses, and (iii) School System from any loss, liability, damage, cost, or expense expenses (including reasonable attorneys' fees) incurred by reason of any demands), claims, suits, actions, damages or proceeding liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, "Prior Acts") occurring at or prior to the Administrator’s gross negligenceEffective Date (including the transactions contemplated by this Agreement) to the fullest extent permitted by the BCL, fraud, willful misconduct, malfeasance, material breach including provisions relating to advances of expenses incurred in the defense of any representationproceeding to the fullest extent permitted by the BCL upon receipt of any undertaking required by the BCL. Without limiting the foregoing, warrantyin a case (if any) in which a determination by NPB is required to effectuate any indemnification, covenantNPB shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between NPB and the Indemnified Party. (B) NPB shall, and it shall cause NPBank to, keep in effect provisions in its articles of incorporation or agreement association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by the BCL, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' right to indemnification. (C) NPB shall use its reasonable best efforts (and CIB shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors' and officers' liability insurance ("D&O Insurance") for the Indemnified Parties with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of "A (Excellent)" or higher; or (2) obtain coverage for Prior Acts for the Indemnified Parties under the directors' and officers' liability insurance policy currently maintained by NPB; in either case, providing at least the same coverage as the D&O Insurance currently maintained by CIB and containing terms and conditions which are no less favorable to the beneficiaries, for a period of at least six (6) years from the Effective Date; provided, that NPB shall not be obligated to make premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to CIB's directors and officers, 150 percent of the annual premium payments ($6,812) at the date hereof) of CIB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, NPB shall use its reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against present or former directors, officers or employees of CIB or any CIB Subsidiary who are covered or potentially covered by insurance, neither NPB nor any NPB Subsidiary shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If NPB or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of NPB shall assume the obligations set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. Section 4.07(c)(v). (F) The form provisions of this indemnity agreement will Section 4.07(c)(v) are intended to be substantially similar to for the language below: The Vendor benefit of and shall defendbe enforceable by, indemnifyeach Indemnified Party, his or her heirs and save harmless the Administratorrepresentatives. (G) NPB shall pay all expenses, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) , that may be incurred by reason of any demands, claims, suits, actions, or proceeding arising out of Indemnified Party in enforcing the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth indemnity and other obligations provided for in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorSection 4.07(c)(v).

Indemnification; Insurance. The Administrator Nexstar shall defendindemnify and hold Mission and its officers, indemnifydirectors, stockholders, agents, and save employees harmless (i) against any and all liability for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating to the PTA/PTO/HSA advertising or other material furnished by Nexstar for broadcast on the Stations, along with any fine or forfeiture imposed by the FCC because of the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and each member of hold Nexstar and its board of officers, directors, (ii) the Schoolmembers, agents, and (iii) School System employees harmless from any loss, failure by Mission to broadcast advertising material furnished by Nexstar except as permitted by Section 8 of this Agreement. Indemnification shall include all liability, damagecosts, costand expenses, or expense including counsel fees (including at trial and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out cooperation of the Administratorclaiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, subject to the indemnified party’s gross negligencereasonable approval, fraudprovided, willful misconducthowever, malfeasancethat no claim may be settled by an indemnifying party without the consent of the indemnified party, material breach of any representationand provided further, warrantythat if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, covenant, or agreement set forth the indemnifying party’s liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, breach in an amount not less than One Million Dollars ($1,000,000.00); (B) worker’s compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of fiduciary duty, or actions performed outside no more than $100,000. Each Party will name the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain other party as an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratoradditional insured on these policies.

Indemnification; Insurance. The Administrator (a) Following the Effective Time, the Continuing Corporation and its Subsidiaries, as the case may be, shall defend, jointly and severally indemnify, defend and save harmless (i) the PTA/PTO/HSA hold harmless, and each member advance expenses to any person who has rights to indemnification or advancement of expenses from FVCB or any of its board Subsidiaries (an “Indemnified Party”) (in any capacity), to the same extent and on the same conditions as such person was entitled to indemnification or advancement of expenses pursuant to applicable law and FVCB’s Organizational Documents or any FVCB Subsidiary’s Organizational Documents, as the case may be, or any indemnification agreements to which an Indemnified Party is a party as in effect on the date of this Agreement, subject, in the case of advancement of expenses, to the Indemnified Party providing a written undertaking to repay such advancements as contemplated by Section 13.1-699A of the VSCA. Without limiting the foregoing, in any case or proceeding in which corporate approval may be required to effectuate any indemnification, the Continuing Corporation or its applicable Subsidiary shall direct, if any Indemnified Party elects, that the determination of permissibility of indemnification shall be made by independent counsel mutually agreed upon between the Continuing Corporation or such Subsidiary and such Indemnified Party. (b) The Continuing Corporation shall, at or prior to the Effective Time, purchase a six (6) year “tail” prepaid policy on terms and conditions no less favorable than those of the existing directors’ and officers’ liability (including fiduciary and cyber coverage) insurance maintained by FVCB from insurance carriers with comparable credit ratings, covering, without limitation, the Merger; provided, however, that the cost of such “tail” policy shall in no event exceed three hundred percent (300%) of the amount of the last annual premium paid by FVCB for such existing directors’ and officers’ liability (and fiduciary) insurance. If, but for the proviso to the immediately preceding sentence, the Continuing Corporation would be required to expend more than three hundred percent (300%) of current annual premiums, the Continuing Corporation will obtain the maximum amount of that insurance obtainable by payment of annual premiums equal to three hundred percent (300%) of current annual premiums. (c) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to FVCB or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 5.11 is not prior to or in substitution for any such claims under such policies. (iid) This covenant is intended to be for the Schoolbenefit of, and (iii) School System from any lossshall be enforceable by, liability, damage, cost, each Indemnified Party and his or expense (including reasonable attorneys' fees) incurred by reason her respective heirs and legal representatives. The rights to indemnification and advancement of expenses and the other rights provided for herein shall not be deemed exclusive of any demandsother rights to which an Indemnified Party is entitled, claimswhether pursuant to law, suitscontract or otherwise. (e) If the Continuing Corporation or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger, actionstransfers all or substantially all of its assets or deposits to any other entity or engages in any similar transaction, or proceeding arising out then in each case, the Continuing Corporation will cause proper provision to be made so that the successors and assigns of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement Continuing Corporation will expressly assume the obligations set forth in this AgreementSection 5.11. For the avoidance of doubt, breach of fiduciary duty, or actions performed outside to the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements extent required by any agreement previously entered into by the Administrator will contain an indemnity agreement covering the SchoolFVCB in connection with a merger, acquisition or other business combination, the PTA/PTO/HSA, and Administrator. The form provisions of this indemnity agreement will be substantially similar Section 5.11 shall apply to the language below: The Vendor shall defenddirectors, indemnifyofficers, employees and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred fiduciaries of predecessor entities previously acquired by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorFVCB.

Indemnification; Insurance. The Administrator (a) From and after the Effective Time, BOKF (the "Indemnifying Party") shall defendindemnify and hold harmless each present and former director, indemnifyofficer, and save harmless employee of CNBT and the Bank determined as of the Effective Time (the "Indemnified Parties") against any costs or expenses (including reasonably attorneys' fees), judgments, fines, losses, claims, damages, or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding, or investigation, whether civil or criminal, administrative, or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time to the fullest extent to which such Indemnified Parties were entitled under the Articles of Incorporation, Certificate of Incorporation, Articles of Association and Bylaws of CNBT, Delaware, and the Bank. (b) Any Indemnified Party wishing to claim indemnification under this section, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the indemnifying Party of any liability it may have to such Indemnified Party if such failure does not materially prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding, or investigation (whether arising before or after the Effective Time), (i) the PTA/PTO/HSA Indemnifying Party shall have the right to assume the defense thereof and each member the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of its board other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Party and the Indemnified Parties, the Indemnified Parties may retain counsel which is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of directorssuch counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest), (ii) the SchoolIndemnified Parties will cooperate in the defense of any such matter, and (iii) School System from the Indemnifying Party shall not be liable for any losssettlement effected without its prior written consent. (c) BOKF shall maintain its existing policy of directors and officers liability insurance (or comparable coverage) for a period of not less than three years after the Effective Time; which policy shall be amended, liabilityhowever, damageto include the directors and officers of CNBT, costDelaware, and the Bank, and which shall be a "claims made" policy providing coverage for (among other things) acts or expense omissions occurring prior to the Effective Time. (including reasonable attorneys' feesd) incurred by reason In the event that BOKF or any of its respective successors or assigns (i) consolidates with or merges into any demandsother person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, claimsthen, suitsand in each such case, actions, or proceeding arising out the successors and assigns of such entity shall assume the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement obligations set forth in this Agreement, breach of fiduciary duty, or actions performed outside which obligations are expressly intended to be for the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSAirrevocable benefit of, and Administrator. The form of this indemnity agreement will shall be substantially similar to the language below: The Vendor shall defendenforceable by, indemnify, each director and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratorofficer covered hereby.

Indemnification; Insurance. The Administrator Cadila shall indemnify, defend, indemnifyand hold harmless Novavax and its affiliates, directors, officers, employees, and save harmless (i) the PTA/PTO/HSA agents against any and each member of its board of directorsall losses, (ii) the Schoolcosts, expenses, and (iii) School System from any lossdamages, liabilityincluding but not limited to reasonable attorneys fees and costs of investigation, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of any third party suit, action or proceeding and attributable to the Administratornegligence or willful misconduct of Cadila or arising out of Cadila’s gross negligence, fraud, willful misconduct, malfeasance, material breach failure to perform the Services in compliance with the terms and conditions of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnificationNovavax shall indemnify, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSAdefend, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defendhold harmless Cadila and its affiliates, indemnifydirectors, officers, employees, and save harmless the Administratoragents against any and all losses, the School costs, expenses, and the PTA/PTO/HSAdamages, from any lossincluding but not limited to reasonable attorneys fees and costs of investigation, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of any third party suit, action or proceeding and attributable to the Vendor’s negligencenegligence or willful misconduct of Novavax in connection with its obligations under this Agreement or to the use, frauddevelopment, willful misconduct, malfeasance, material breach manufacture or commercialization by or for Novavax or any licensee of any representation, warranty, covenantNovavax IP Rights, or agreement set forth any products or services utilizing or covered by the same. Any party seeking indemnification under this Agreement shall provide prompt written notice to the indemnifying party identifying the claim or potential claim giving rise to the indemnification; provided that failure to provide such notice shall not remove the obligation to indemnify unless and to the extent such failure prejudices the indemnifying party. The indemnifying party shall have the right to assume the defense of any claims that are the subject of indemnification at its expense, provided that if there are defenses available to the indemnified party in this Agreementconflict with the indemnifying party’s defense, breach of fiduciary duty, then the indemnified party may retain its own counsel at the indemnifying party’s expense. No party shall settle or actions performed outside compromise any claim for which indemnification has been requested without the scope prior approval of the authority other party. Each party shall secure and maintain in full force and effect throughout the performance of each Project Plan policies of general liability, product liability and other insurance having policy limits, deductibles and other terms appropriate to the conduct of the Vendor pursuant Services and the party’s business and to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting cover the liability of the PTA/PTO/HSA that could arise under this Agreement and the Administrator, in a form approved provided by the Administratorthis Section 9.9 specifically.

Indemnification; Insurance. The Administrator Indemnification 7.1 Timberline agrees that rights to indemnification for acts or omissions occurring prior to the Effective Time existing as of the date of this Agreement in favour of the directors or officers of Staccato as provided in constating documents in effect of the date of this Agreement, shall defend, indemnifysurvive the Arrangement and shall continue in full force and effect until the earlier of the expiration of the applicable statute of limitations with respect to any claims against directors or officers of Staccato arising out of such acts or omissions and the sixth anniversary of the Effective Date, and save harmless Timberline hereby assumes, effective on consummation of the Arrangement, all such liability with respect to any matters arising prior to the Effective Time. 7.2 If this Agreement is terminated, each party (ithe "Indemnifying Party") hereto undertakes with the PTA/PTO/HSA other parties hereto (the "Indemnified Party") to hold the Indemnified Party fully and each member of its board of directors, (ii) the School, effectually indemnified from and (iii) School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demandsagainst all losses, claims, suitsdamages, actionsliabilities, actions or demands (including amounts paid in any settlement approved by the Indemnifying Party of any action, suit, proceeding arising or claim but excluding lost profits and consequential damages), to which such Indemnified Party may become subject insofar as such losses, claims, damages, liabilities, actions or demands arise out of the Administrator’s gross negligenceany action, fraudsuit, willful misconduct, malfeasance, material proceeding or claim brought by any Third Party (" Third Party Claim ") and which are based upon any breach of any a representation, warranty, covenant, covenant or agreement set forth obligation of the Indemnifying Party contained in this AgreementAgreement or any certificate or notice delivered by it in connection herewith, breach and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Third Party Claim .. (a) Promptly after receipt by an Indemnified Party of fiduciary dutynotice of a possible Third Party Claim referred to in Section 7.1 hereof, or actions performed outside such Indemnified Party, if a claim in respect thereof is to be made against the scope Indemnifying Party under such Section, shall provide the Indemnifying Party with written particulars thereof; provided that failure to provide the Indemnifying Party with such particulars shall not relieve such Indemnifying Party from any liability which it might have on account of the authority indemnity provided for in this Section 7 except insofar as such failure shall prejudice such Indemnifying Party. The Indemnified Party shall also provide to the Indemnifying Party copies of all relevant documentation and, unless the Indemnifying Party assumes the defence thereof, shall keep such Indemnifying Party advised of the Administrator pursuant progress thereof and will discuss with the Indemnifying Party all significant actions proposed. (b) An Indemnifying Party shall be entitled, at its own expense, to this Agreementparticipate in (and, to the extent that it may wish, to assume) the defence of any such Third Party Claim but such defence shall be conducted by counsel of good standing approved by the Indemnified Party, such approval not to be unreasonably withheld. To support this indemnificationUpon the Indemnifying Party notifying the Indemnified Party of its election so to assume the defence and retaining such counsel, the Administrator will provide Indemnifying Party shall not be liable to the PTA/PTO/HSA Indemnified Party for any legal or other expenses subsequently incurred by it in connection with evidence such defence other than for reasonable costs of insurance in substantially the form attachedinvestigation. In addition, all vendor agreements entered into If such defence is assumed by the Administrator will contain an indemnity agreement covering Indemnifying Party, it shall, through the Schoolcourse thereof, the PTA/PTO/HSA, and Administrator. The form provide copies of this indemnity agreement will be substantially similar all relevant documentation to the language below: The Vendor shall defendIndemnified Party, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out keep such Indemnified Party advised of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside progress thereof and shall discuss with the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of Indemnified Party all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administrator.significant actions

Indemnification; Insurance. The Administrator Section 12.01 Licensor shall defend, indemnify, defend and save hold harmless (i) the PTA/PTO/HSA Licensee and each member of its board of Affiliates, and their respective officers, directors, members, managers, employees, agents, representatives, successors and assigns (iieach, an “Indemnitee”) the Schoolagainst all damages, and (iii) School System from any losscosts, liabilityexpenses, damage, cost, or expense interest (including reasonable attorneys' fees) incurred by reason of any demandsprejudgment interest), losses, claims, suitsdemands, actionsliabilities, or proceeding deficiencies and/or obligations, including, without limitation, reasonable fees and disbursements of counsel (herein referred to, collectively, as “Damages”) arising out of the Administratoror resulting from any third party claim, suit, action or proceeding related to, arising out of or resulting from Licensor’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, agreement or agreement set forth obligation under this License Agreement (each an “Action”). Section 12.02 Licensor shall indemnify, defend and hold harmless each of the Indemnitees against all Damages arising out of, resulting from or relating to any Action involving a claim that any manufacture, use, sale, offer for sale, distribution or importation of the Licensed IP or any Licensed Product outside the Field of Use in the Territory, or the exercise of any rights or privileges by Licensee granted to it under this License Agreement, infringes any patent or other intellectual property right of any third party; provided that, Licensor shall have no liability to Indemnitee with respect to any claim of infringement that is based solely upon (a) the combination of a Licensed Product with any other product or equipment not covered by the Licensed IP that is not reasonably anticipated by Licensor unless such combination is necessary to practice the Licensed IP and in such case, Licensor shall remain liable to the Indemnitee for such infringement; (b) the customization of a Licensed Product by Indemnitee or any other third party for another Person that is not reasonably anticipated by Licensor unless such customization is necessary to practice the Licensed IP and in such case, Licensor shall remain liable to the Indemnitee for such infringement; and (c) the modification of a Licensed Product by Indemnitee that is not authorized by Licensor and that is not reasonably anticipated by Licensor unless such modification is necessary to practice the Licensed IP and in such case, Licensor shall remain liable to the Indemnitee for such infringement. Section 12.03 The Indemnitee shall within 30 days of such Indemnitee’s notice of such Action notify the indemnifying party in writing of any Action and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to Indemnitee to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any Action in a manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee’s failure to perform any obligations under this Section 12.03 shall not relieve the indemnifying party of its obligation under this Section 12.03 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of the failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Section 12.04 Licensee shall, at all times during the Term and for five (5) years thereafter, obtain and maintain at its own expense the following types of insurance, with limits of liability not less than those specified below: (a) Commercial general liability insurance against claims for bodily injury and property damage which shall include contractual coverage and product liability coverage, with limits of not less than $10,000,000 per occurrence and $20,000,000 in the aggregate; and (b) Workers compensation and employers’ liability with limits to comply with the statutory requirements of the state(s) in which the License Agreement is to be performed. The policy shall include employers’ liability for not less than $5,000,000 per accident. Licensee shall deliver certificates of insurance evidencing coverage to Licensor promptly upon request after the execution of this License Agreement and upon reasonably request thereafter. All policies provided for herein shall expressly provide that such policies shall not be cancelled, terminated or altered without at least thirty (30) days prior written notice to the Licensee, and Licensee shall promptly notify the Licensor in the event that a policy provided for herein is cancelled, terminated or altered. Except for Damages resulting from the Licensor’s gross negligence or willful misconduct, or arising from a breach of fiduciary dutythe Licensor’s confidentiality obligations hereunder, the Licensor’s maximum liability for Damages arising out of or resulting from any Action hereunder shall be $10,000,000 per occurrence and $20,000,000 in the aggregate. Except for Damages resulting from the Licensor’s gross negligence or willful misconduct, or actions performed outside the scope arising from a breach of the authority of Licensor’s confidentiality obligations hereunder, in no event shall Licensor be liable for any consequential, incidental, indirect, special, punitive or exemplary damages (including, without limitation, lost profits, business or goodwill) suffered or incurred by the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attachedIndemnitee. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will no case shall Licensor be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from liable for any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding damages arising out of the VendorIndemnitee’s negligence, fraud, gross negligence or willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administrator.

Indemnification; Insurance. The Administrator shall a. HRDC agrees to release, defend, indemnify, and save hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section 8 as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of and expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the PTA/PTO/HSA and each member negligent, reckless, or intentional misconduct of HRDC or its board agents in the performance of directors, this MOU; or (ii) any negligent, reckless, or intentional misconduct of Dakota Outdoors or its agents in the Schoolperformance of the Advertising Agreement. b. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). c. HRDC’s indemnity under this Section shall be without regard to and (iii) School System without any right to contribution from any lossinsurance maintained by City. d. Should any indemnitee described herein be required to bring an action against the HRDC to assert its right to defense or indemnification under this Agreement or under HRDC’s applicable insurance policies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines HRDC was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s) thereof. e. In the event of an action filed against City resulting from HRDC’s performance under this MOU or Dakota Outdoors’ performance under the Advertising Agreement, liabilitythe City may elect to represent itself and incur all costs and expenses of suit. f. HRDC also waives any and all claims and recourse against the City or its officers, damageagents or employees, costincluding the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for his own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2- 702, MCA. g. These obligations shall survive termination of this Agreement and the services performed hereunder. h. In addition to and independent from the above, HRDC shall at HRDC’s expense secure and maintain during the entire term of this Agreement insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the HRDC in this Section for all transit shelters located on City right-of-way or for transit shelters the City has required to be installed as a requirement of approval of a development. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the HRDC in subsection (including reasonable attorneys' feesa) incurred by reason of any this Section. The insurance shall cover and apply to all claims, demands, claims, suits, actionsdamages, losses, and expenses that may be asserted or claimed against, recovered from, or proceeding arising out suffered by the City without limit and without regard to the cause therefore and which is acceptable to the City and HRDC shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as shown on below:  Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;  Adequate property insurance to cover replacement costs of each shelter. i. The amounts of insurance provided shall be exclusive of defense costs. The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non-contributory basis on the Commercial General Liability policy. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. The City must approve all insurance coverage and endorsements. HRDC shall notify City within two (2) business days of HRDC’s receipt of notice that any required insurance coverage will be terminated or Contractor’s decision to terminate any required insurance coverage for any reason. j. The City must approve all insurance coverage and endorsements within 30 business days of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach date of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will HRDC must provide the PTA/PTO/HSA with evidence an updated certificate of insurance in substantially annually and inform the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason City of any demands, claims, suits, actions, or proceeding arising out of the Vendorchanges to HRDC’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratorinsurance.

Indemnification; Insurance. The Administrator 8.1 Licensee shall defend, indemnifyindemnify and hold Licensor, its affiliates and save their respective officers, directors, stockholders, employees, agents, representatives, successors and assigns harmless from and against any and all demands, claims, liabilities, suits, proceedings, damages, losses, judgments and settlements and all related costs and expenses including, but not limited to, reasonable attorneys’ fees and court costs, arising directly or indirectly from or in connection with (i) the PTA/PTO/HSA and each member design, development, manufacture, production, labeling, packaging, marketing, distribution, advertising, promotion, sale or use of its board of directorsthe Licensed Products (excluding trademark infringement by the Licensed ▇▇▇▇(s)), (ii) the Schoolany alleged or actual defect in any Licensed Product, and (iii) School System infringement of any third party intellectual property rights by the Licensed Products (other than arising from the Licensed ▇▇▇▇(s)) or any losstrademark of Licensee’s (iv) any grossly negligent act or omission by Licensee or any sublicensee, liabilitymanufacturer, damagedistributor, costsales agent or subcontractor of Licensee, or expense (including reasonable attorneys' feesv) incurred any failure to timely pay Licensor all amounts due and payable pursuant to paragraph 7 if the Agreement to which these Terms and Conditions are attached. If any action or proceeding shall be brought or asserted against Licensor in which indemnity from Licensee may be sought under this Section 8, Licensor shall notify Licensee in writing and, at Licensee’s option, Licensee shall promptly assume the defense thereof. Licensor may, at its own expense, be represented by reason of its own counsel in such action or proceeding; provided, that such representation does not give Licensor any right to control such defense without Licensee’s prior written approval. 8.2 Licensor shall defend, indemnify and hold Licensee, its affiliates and their respective officers, directors, stockholders, employees, agents, representatives, successors and assigns harmless from and against any and all demands, claims, liabilities, suits, actionsproceedings, damages, losses, judgments and settlements and all related costs and expenses including, but not limited to, reasonable attorneys’ fees and court costs, arising directly or indirectly from a breach of this Agreement (including, without limitation, Section 3.3) by Licensor. If any action or proceeding shall be brought or asserted against Licensee in which indemnity from Licensor may be sought under this Section 8, Licensee shall notify Licensor in writing and, at Licensor’s option, Licensor shall promptly assume the defense thereof. Licensee may, at its own expense, be represented by its own counsel in such action or proceeding; provided, that such representation does not give Licensee any right to control such defense without Licensor’s prior written approval. 8.3 Licensee shall, throughout the Term of this Agreement and for at least two (2) years thereafter, obtain and maintain at its own cost and expense from a qualified insurance company a general liability insurance policy including, without limitation, coverage for products liability and personal injury, naming Licensor and Artist as additional named insureds. Such policy shall provide adequate protection with a limit of liability (in addition to costs of defense) of not less than Two Million Dollars ($2,000,000.00) per occurrence and Four Million Dollars ($4,000,000.00) in the aggregate, insuring, without limitation, against any and all claims, demands and causes of action arising out of any defects or failure to perform, alleged or otherwise, of Licensed Products or any material used in connection therewith or any use thereof. A certificate of insurance evidencing such coverage shall be furnished to Licensor within thirty (30) days of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach full execution of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant which certificate shall stipulate that insurance is not cancelable except on at least 30 days’ prior written notice to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorLicensor.

Indemnification; Insurance. The Administrator (a) Following the Effective Time, the Continuing Corporation and its Subsidiaries, as the case may be, shall defend, jointly and severally indemnify, defend and save harmless (i) the PTA/PTO/HSA hold harmless, and each member advance expenses to any person who has rights to indemnification or advancement of expenses from BAYK or any of its board Subsidiaries (an “Indemnified Party”) (in any capacity), to the same extent and on the same conditions as such person was entitled to indemnification or advancement of expenses pursuant to applicable law and BAYK’s Organizational Documents or any BAYK Subsidiary’s Organizational Documents, as the case may be, or any indemnification agreements to which an Indemnified Party is a party as in effect on the date of this Agreement, subject, in the case of advancement of expenses, to the Indemnified Party providing a written undertaking to repay such advancements as contemplated by Section 13.1-699A of the VSCA. Without limiting the foregoing, in any case or proceeding in which corporate approval may be required to effectuate any indemnification, the Continuing Corporation or its applicable Subsidiary shall direct, if any Indemnified Party elects, that the determination of permissibility of indemnification shall be made by independent counsel mutually agreed upon between the Continuing Corporation or such Subsidiary and such Indemnified Party. (b) The Continuing Corporation shall, at or prior to the Effective Time, purchase a six (6) year “tail” prepaid policy on terms and conditions no less favorable than those of the existing directors’ and officers’ liability (including fiduciary and cyber coverage) insurance maintained by BAYK from insurance carriers with comparable credit ratings, covering, without limitation, the Merger; provided, however, that the cost of such “tail” policy shall in no event exceed three hundred percent (300%) of the amount of the last annual premium paid by BAYK for such existing directors’ and officers’ liability (and fiduciary) insurance. If, but for the proviso to the immediately preceding sentence, the Continuing Corporation would be required to expend more than three hundred percent (300%) of current annual premiums, the Continuing Corporation will obtain the maximum amount of that insurance obtainable by payment of annual premiums equal to three hundred percent (300%) of current annual premiums. (c) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to BAYK or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 5.12 is not prior to or in substitution for any such claims under such policies. (iid) This covenant is intended to be for the Schoolbenefit of, and (iii) School System from any lossshall be enforceable by, liability, damage, cost, each Indemnified Party and his or expense (including reasonable attorneys' fees) incurred by reason her respective heirs and legal representatives. The rights to indemnification and advancement of expenses and the other rights provided for herein shall not be deemed exclusive of any demandsother rights to which an Indemnified Party is entitled, claimswhether pursuant to law, suitscontract or otherwise. (e) If the Continuing Corporation or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger, actionstransfers all or substantially all of its assets or deposits to any other entity or engages in any similar transaction, or proceeding arising out then in each case, the Continuing Corporation will cause proper provision to be made so that the successors and assigns of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement Continuing Corporation will expressly assume the obligations set forth in this AgreementSection 5.12. For the avoidance of doubt, breach of fiduciary duty, or actions performed outside to the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements extent required by any agreement previously entered into by the Administrator will contain an indemnity agreement covering the SchoolBAYK in connection with a merger, acquisition or other business combination, the PTA/PTO/HSA, and Administrator. The form provisions of this indemnity agreement will be substantially similar Section 5.12 shall apply to the language below: The Vendor shall defenddirectors, indemnifyofficers, employees and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred fiduciaries of predecessor entities previously acquired by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorBAYK.

Indemnification; Insurance. The Administrator A. DEVELOPER shall defend, indemnify, defend and save hold harmless (i) the PTA/PTO/HSA and each member of CITY, its board of directorsofficers, (ii) the Schoolagents, volunteers, and (iii) School System employees, against and from any and all liability, loss, liability, damage, costclaims, fines, demands, causes of action, costs, expenses, and judgments of whatsoever nature, including but not limited to reasonable costs of investigation, reasonable attorneys’ fees and expenses, all reasonable expert witness fees and expenses, and all court or arbitration or other alternative dispute resolution costs which result from injury to or death of any person, and/or against and from damage to or loss or destruction of property when such injury, death, loss, destruction or damage is due to or arises in connection with or as a result of any work done by the DEVELOPER, its contractors, agents and subcontractors in connection with the construction of the Improvements, and/or arises out of or in connection with DEVELOPER’s, or expense (including reasonable attorneys' fees) incurred by reason its contractors and subcontractors performance or failure to perform the terms and conditions of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support DEVELOPER’s obligation to indemnify, defend and hold harmless includes all allegations, including but not limited to, those which may be frivolous, fraudulent, groundless, false or without merit. Nothing herein shall be deemed a waiver of any statutory liability limitations available to the CITY. This Section 9.A survives termination or completion of this indemnificationAgreement. B. DEVELOPER, or its general contractor, at its own cost and expense, shall obtain and maintain Comprehensive General Liability Insurance naming the CITY, its officers, employees, volunteers, agents and officials as additional insureds for the duration of the Agreement. General liability coverage must be provided either on a Commercial General Liability form or a Broad Form Comprehensive General Liability form. No exceptions to the standard coverage provided by such forms are permitted. Policies must include, but need not be limited to, coverage for bodily injury, personal injury, Broad Form completed operations, and contractual and independent contractors. DEVELOPER, or its general contractor, shall maintain at all time limits of no less than One Million and No/100 Dollars ($1,000,000) combined single limit per occurrence for bodily injury (including death), personal injury, and property damage. The insurance coverage supplied by the DEVELOPER must provide for 30-day calendar notice to the CITY before implementation of a proposal to suspend, void, cancel or reduce in coverage, or in limits, the Administrator will required insurance coverage. This notice requirement does not waive the insurance requirements contained herein. DEVELOPER, or its general contractor, shall provide the PTA/PTO/HSA CITY with evidence Certificates of insurance in substantially Insurance at the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form time of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to executing this Agreement. All vendors will also The certificates and endorsements for any and all insurance policies required by this Agreement are to be required signed by a person authorized by the insured and licensed by the State of Nevada. The insurance obligation does not in any way limit DEVELOPER’s liability obligations to complete national background checks prior to working with studentsthe CITY. FinallyDEVELOPER’s insurance, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administratoror its general contractor’s insurance, in a form approved as provided by this Section, shall be primary as to the AdministratorCITY, its officers, employees, volunteers, agents and officials. Said insurance policy shall include an endorsement stating that the insurer will waive any right of subrogation against the CITY, its officers, employees, agents, volunteers and officials.

Indemnification; Insurance. The Administrator Supplier shall indemnify, defend, indemnifyand hold Purchaser, its affiliates, and save harmless (i) the PTA/PTO/HSA and each member of its board of their respective employees, agents, officers, directors, and shareholders (iieach, a “Purchaser Indemnified Party”) the Schoolharmless from and against any and all losses, costs, expenses, claims, damages, suits, litigation, causes of action, and (iii) School System from any loss, liability, damage, cost, or expense liabilities (including reasonable attorneys' ’ fees) incurred by reason of which any demands, claims, suits, actions, Purchaser Indemnified Party may suffer from or proceeding incur arising out of or resulting from (i) personal injury (including death) or damage to property to the Administrator’s gross negligence, fraud, extent arising from any willful misconduct, malfeasancenegligent acts or omissions, material or misrepresentations of or by Supplier or its employees, agents, or representatives; or (ii) Supplier’s breach of any representationof its representations, warranty, covenantwarranties, or agreement set forth covenants under this Agreement. Supplier shall have no obligation to indemnify any Purchaser Indemnified Party for losses to the extent arising from or attributable to third-party materials that Purchaser combines or incorporates with Supplier’s products. Supplier shall maintain, throughout the Term at its expense, commercial general liability insurance (including product liability and vendors liability insurance) in a minimum amount of $1,000,000 per occurrence and $2,000,000 in the aggregate, for bodily injury and property damage, and endorsed to provide contractual liability insurance in the amount specified above. Supplier shall deliver to Purchaser a certificate of insurance for the coverages required by this Agreement upon the execution of this Agreement and annually thereafter. The insurance certificates required under this Section shall designate [*****] as an additional named insured. The insurance shall be primary coverage without right of contribution from any other Purchaser insurance, as to claims arising from Supplier’s own acts or omissions. The parties understand, acknowledge and agree that Purchaser intends to combine Supplier’s products with other materials in the manufacturing of certain of Purchaser’s goods and products (the “ATO Products”) and that Supplier will have no involvement in, control over, or responsibility for any such manufacturing of the ATO Products. Except as otherwise provided in this Agreement, breach of fiduciary dutySupplier hereby disclaims any representations or warranties regarding the ATO Products and Supplier shall not be responsible or liable for any damages, losses, liabilities, costs, expenses or claims (“Losses”) arising from the use, processing, or actions performed outside the scope incorporation of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA third-party materials that Purchaser combines or incorporates with evidence of insurance Supplier’s products in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSAmanufacturing ATO Products, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor Purchaser shall defend, indemnify, indemnify and save hold Supplier harmless the Administrator, the School from and the PTA/PTO/HSA, from against any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) such Losses incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorSupplier.

Indemnification; Insurance. The Administrator shall defendA. Licensee shall, at all times during the term of this Agreement and thereafter, indemnify, defend and save hold ISURF (including ISURF’s trustees, members, officers, directors, employees affiliates and independent contractors), Iowa State University (including Iowa State University’s trustees, members, officers, directors, employees, students, affiliates and independent contractors), and the inventors of the Licensed Patents (hereinafter referred to each as an “Indemnified Party” and all collectively referred to as the “Indemnified Parties”), harmless against any and all claims, proceedings, demands, liabilities, losses and expenses, including legal expenses and reasonable attorneys fees, arising out of or relating to: (i) the PTA/PTO/HSA and each member Licensee’s exercise of its board any right conveyed under or breach of directors, this Agreement (ii) sublicensee’s exercise of any right hereunder to Licensee, breach of the School, and agreement containing the sublicense or act or omission of willful misconduct or negligence; (iii) School System from the Products, including death of or injury to any loss, liability, damage, cost, person or expense (including reasonable attorneys' fees) incurred by reason persons or out of any demandsdamage to any business interest or property; and/or the production, claimsmanufacture, suitssale, actionsuse, lease, import, export, consumption or proceeding arising out advertisement of Products; (iv) exhaustion of ISURF’s rights in patents, that were not included in the Licensed Patents, such exhaustion due to actions or inaction by or on behalf of Licensee or any sublicensee; and (v) any third party’s breach of its agreement regarding the manufacture of the AdministratorProducts or act or omission of willful misconduct or negligence. Without ISURF’s gross negligenceprior written approval, fraudLicensee shall not admit the fault of or create any obligations on any Indemnified Party. Each Indemnified Party has the right to select and retain counsel of its own choosing to defend its interests. B. Licensee agrees to continuously maintain liability insurance coverage appropriate to assure its indemnification and other obligations under this Agreement and that such insurance coverage sufficiently covers the Indemnified Parties. Within ninety (90) days after the execution of this Agreement and thereafter annually between January 1 and January 31 of each year, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside Licensee will present evidence to ISURF that the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attachedcoverage is being maintained. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor Licensee shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense provide ISURF with at least thirty (including reasonable attorneys' fees30) incurred by reason days prior written notice of any demands, claims, suits, actions, change in or proceeding arising out cancellation of the Vendor’s negligenceinsurance coverage. C. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN NO EVENT SHALL THE INDEMNIFIED PARTIES OR THEIR AGENTS BE LIABLE FOR ANY REASON WHATSOEVER FOR ANY INDIRECT, fraudSPECIAL, willful misconductINCIDENTAL, malfeasanceEXEMPLARY, material breach of any representationCONSEQUENTIAL, warrantyPUNITIVE OR ANY OTHER DAMAGES, covenantINCLUDING TO LICENSEE OR SUBLICENSEE, or agreement set forth in this AgreementANY CUSTOMERS OR DISTRIBUTORS OF LICENSEE OR SUBLICENSEE OR TO ANY END USERS OF PRODUCTS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY RELATED AGREEMENT, breach of fiduciary dutyOR THE PERFORMANCE OR NON-PERFORMANCE HEREOF OR THEREOF, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. FinallyOR OUT OF THE USE, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the AdministratorPERFORMANCE OR NONPERFORMANCE OF ANY PRODUCT INCLUDING, in a form approved provided by the AdministratorBUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL,THE SUPPLY OF ANY INFORMATION TO LICENSEE PURSUANT TO THIS AGREEMENT OR ANY RELATED AGREEMENT OR OUT OF THE USE OF SUCH INFORMATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

Indemnification; Insurance. The Administrator (a) Following the Effective Time, the Continuing Corporation and its Subsidiaries, as the case may be, shall defend, jointly and severally indemnify, defend and save harmless (i) the PTA/PTO/HSA hold harmless, and each member advance expenses to any person who has rights to indemnification or advancement of expenses from FBSS or any of its board Subsidiaries (an “Indemnified Party”) (in any capacity), to the same extent and on the same conditions as such person was entitled to indemnification or advancement of expenses pursuant to applicable law and FBSS’s Organizational Documents or any FBSS Subsidiary’s Organizational Documents, as the case may be, or any indemnification agreements to which an Indemnified Party is a party as in effect on the date of this Agreement, subject, in the case of advancement of expenses, to the Indemnified Party providing a written undertaking to repay such advancements as contemplated by Section 13.1-699A of the VSCA. Without limiting the foregoing, in any case or proceeding in which corporate approval may be required to effectuate any indemnification, the Continuing Corporation or its applicable Subsidiary shall direct, if any Indemnified Party elects, that the determination of permissibility of indemnification shall be made by independent counsel mutually agreed upon between the Continuing Corporation or such Subsidiary and such Indemnified Party. (b) The Continuing Corporation shall, at or prior to the Effective Time, purchase a six (6) year “tail” prepaid policy on terms and conditions no less favorable than those of the existing directors’ and officers’ liability (including fiduciary and cyber coverage) insurance maintained by FBSS from insurance carriers with comparable credit ratings, covering, without limitation, the Merger; provided, however, that the cost of such “tail” policy shall in no event exceed three hundred percent (300%) of the amount of the last annual premium paid by FBSS for such existing directors’ and officers’ liability (and fiduciary) insurance. If, but for the proviso to the immediately preceding sentence, the Continuing Corporation would be required to expend more than three hundred percent (300%) of current annual premiums, the Continuing Corporation will obtain the maximum amount of that insurance obtainable by payment of annual premiums equal to three hundred percent (300%) of current annual premiums. (c) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to FBSS or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 5.12 is not prior to or in substitution for any such claims under such policies. (iid) This covenant is intended to be for the Schoolbenefit of, and (iii) School System from any lossshall be enforceable by, liability, damage, cost, each Indemnified Party and his or expense (including reasonable attorneys' fees) incurred by reason her respective heirs and legal representatives. The rights to indemnification and advancement of expenses and the other rights provided for herein shall not be deemed exclusive of any demandsother rights to which an Indemnified Party is entitled, claimswhether pursuant to law, suitscontract or otherwise. (e) If the Continuing Corporation or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger, actionstransfers all or substantially all of its assets or deposits to any other entity or engages in any similar transaction, or proceeding arising out then in each case, the Continuing Corporation will cause proper provision to be made so that the successors and assigns of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement Continuing Corporation will expressly assume the obligations set forth in this AgreementSection 5.12. For the avoidance of doubt, breach of fiduciary duty, or actions performed outside to the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements extent required by any agreement previously entered into by the Administrator will contain an indemnity agreement covering the SchoolFBSS in connection with a merger, acquisition or other business combination, the PTA/PTO/HSA, and Administrator. The form provisions of this indemnity agreement will be substantially similar Section 5.12 shall apply to the language below: The Vendor shall defenddirectors, indemnifyofficers, employees and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred fiduciaries of predecessor entities previously acquired by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorFBSS.

Indemnification; Insurance. The Administrator shall defendA. Lessee hereby waives any and all claims against Lessor for damages by reason of any personal injury or property damage to any person or persons whomsoever (including Lessee, Lessee's agents and servants, employees, or third persons) in or about the demised premises, the buildings of which the demised premises are a part, and the sidewalks and other areas appurtenant thereto. Lessee further expressly agrees to indemnify, defend and save hold Lessor harmless (i) the PTA/PTO/HSA from and each member against any claims, demands, obligations, liabilities, causes of its board of directorsaction, (ii) the School, and (iii) School System from any loss, liability, damage, cost, or expense expenses (including reasonable attorneys' fees) incurred occasioned by reason or connected, in any way whatsoever, with the condition, use or misuse of the demised premises, the building of which the demised premises are a part and the areas appurtenant thereto, which is occasioned by any negligent or intentional act or omission of Lessee and Lessee's agents, servants, employees, and invitees. B. Lessee further agrees, at Lessee's sole cost and expense, forthwith upon the execution hereof to procure and keep in effect during the entire term hereof a policy or policies of commercial general liability insurance, insuring Lessee from legal liability for personal injury, death or damage to person or damage to property, however arising, with a combined single limit of not less than Two Million Dollars ($2,000,000.00) as to any one occurrence, which policy or policies shall include Lessor as an additional insured. Lessee further shall require the company issuing such policy to notify Lessor in writing prior to any cancellation thereof. In the event Lessee fails to keep such insurance in full force and effect, Lessor may pay the necessary premiums therefor and the repayment thereof shall be deemed to be a part of the rental due hereunder payable as such on the next date upon which rental becomes due. The procuring of insurance within the minimum limits herein set forth shall not be deemed satisfaction of Lessee's obligations under Paragraph 9(A) hereof and the indemnities therein contained shall extend to the full amount of any demandsclaim or liability to which the indemnity relates. C. As long as both of their respective insurers so permit, claimsLessor and Lessee hereby mutually waive their respective rights of recovery against each other for any damages and losses insured by fire, suits, actions, or proceeding arising out extended coverage and other property insurance policies existing for the benefit of the Administrator’s gross negligencerespective parties. Each party shall obtain any special endorsements, fraudif required by its insurer, willful misconductto evidence compliance with the aforementioned waiver. ▇. ▇▇▇▇▇▇ shall maintain throughout the term of this lease a standard form policy of "all risk, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope extended coverage" casualty insurance of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance type and in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar amount equal to the language below: The Vendor shall defend, indemnify, and save harmless type currently carried on the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratorbuilding.

Indemnification; Insurance. The Administrator 5.1 Tenant shall defendindemnify and hold harmless Landlord and its Agents, indemnifyagainst and from any and all Claims arising from or related to the following: (a) Subtenant's use of the Sublease Premises or any activity done, permitted or suffered by Subtenant in, on or about the Sublease Premises, the Building, or the Project; (b) any act or omission by Subtenant or its Agents in connection with or related to the Sublease, the Sublease Premises, the Building, or the Project; (c) any Hazardous Material used, stored, released, disposed, generated, or transported by Subtenant or its Agents in, on, or about the Sublease Premises, the Building or the Project, including without limitation, any Claims arising from or related to any Hazardous Material investigations, monitorings, cleanup or other remedial action; and save harmless (id) the PTA/PTO/HSA and each member any action or proceeding brought on account of its board of directorsany matter referred to in items (a), (ii) the Schoolb), and and/or (iii) School System from c). If any loss, liability, damage, cost, action or expense (including reasonable attorneys' fees) incurred proceeding is brought against Landlord by reason of any demandssuch Claims, claimsupon notice from Landlord, suits, actions, or proceeding arising out Tenant shall defend the same at Tenant's expense with counsel reasonably satisfactory to Landlord. The obligations of Tenant under this Section 5.1 shall survive any termination of the Administrator’s gross negligenceSublease or the Master Lease. 5.2 Notwithstanding any provision to the contrary in the Sublease, fraudSubtenant shall, willful misconductat Subtenant's expense, malfeasancewith respect to the Sublease Premises, material breach secure and keep in force during the term of the Sublease such insurance as required of Tenant under the Master Lease. Without limiting the generality of the immediately preceding sentence, the policy or policies of such insurance shall name Landlord and its lenders, if any, as additional insureds. A certificate evidencing such insurance shall be delivered to Landlord promptly after the date hereof. 5.3 Landlord and Subtenant hereby mutually waive any representationclaim against the other during the Term for any injury to a person or loss or damage to any of their property located on or about the Premises, warranty, covenant, the Building or agreement set forth in the Property that is caused by perils covered by insurance carried by the respective parties or required to be carried by the Master Lease or this Agreement, breach of fiduciary dutyas applicable, or actions performed outside to the scope extent of the authority proceeds of such insurance actually received (or which would have been received but for the failure of the Administrator pursuant party required to this Agreement. To support this indemnificationmaintain the applicable insurance to maintain such insurance as required under the Master Lease) with respect to such injury, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In additionloss or damage, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar whether or not due to the language below: The Vendor shall defend, indemnify, and save harmless negligence of the Administrator, other party of its agents. Because the School and foregoing waivers will preclude the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason assignment of any demandsclaim by way of subrogation to an insurance company or any other person, claims, suits, actions, or proceeding arising out each party now agrees to immediately give to its insurer written notice of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach terms of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside these mutual waivers and shall have their insurance policies endorsed to prevent the scope invalidation of the authority insurance coverage because of the Vendor pursuant to this Agreementthese waivers. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administrator.Nothing in

Indemnification; Insurance. The Administrator (a) From and after the Effective Time the BOKF (the "Indemnifying Party") shall defendindemnify and hold harmless each present and former director, indemnifyofficer and employee of Park Cities and FNB determined as of the Effective Time (the "Indemnified Parties") against any costs or expenses (including reasonably attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil or criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time to the fullest extent to which such Indemnified Parties were entitled under the Articles of Agreement, Certificate of Incorporation and save harmless Bylaws of Park Cities, PC Corporation and FNB. (b) Any Indemnified Party wishing to claim indemnification under this section, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the indemnifying Party of any liability it may have to such Indemnified Party if such failure does not materially prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the PTA/PTO/HSA Indemnifying Party shall have the right to assume the defense thereof and each member the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of its board other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Party and the Indemnified Parties, the Indemnified Parties may retain counsel which is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of directorssuch counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest), (ii) the School, Indemnified Parties will cooperate in the defense of any such matter and (iii) School System from the Indemnifying Party shall not be liable for any losssettlement effected without its prior written consent. (c) BOKF shall maintain its existing policy of directors and officers liability insurance (or comparable coverage) for a period of not less than three years after the Effective Date; which policy shall be amended, liabilityhowever, damageto include the directors and officers of Park Cities, costPC Corporation and FNB, and which shall be a "claims made" policy providing coverage for (among other things) acts or expense omissions occurring prior to the Effective Time. (including reasonable attorneys' feesd) incurred by reason In the event that BOKF or any of its respective successors or assigns (i) consolidates with or merges into any demandsother person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, claimsthen, suitsand in each such case, actions, or proceeding arising out the successors and assigns of such entity shall assume the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement obligations set forth in this Agreement, breach of fiduciary duty, or actions performed outside which obligations are expressly intended to be for the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSAirrevocable benefit of, and Administrator. The form of this indemnity agreement will shall be substantially similar to the language below: The Vendor shall defendenforceable by, indemnify, each director and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratorofficer covered hereby.

Indemnification; Insurance. The Administrator Section 12.01 Licensor shall defend, indemnify, defend and save hold harmless (i) the PTA/PTO/HSA Licensee and each member of its board of Affiliates, and their respective officers, directors, members, managers, employees, agents, representatives, successors and assigns (iieach, an “Indemnitee”) the Schoolagainst all damages, and (iii) School System from any losscosts, liabilityexpenses, damage, cost, or expense interest (including reasonable attorneys' fees) incurred by reason of any demandsprejudgment interest), losses, claims, suitsdemands, actionsliabilities, or proceeding deficiencies and/or obligations, including, without limitation, reasonable fees and disbursements of counsel (herein referred to, collectively, as “Damages”) arising out of the Administratoror resulting from any third party claim, suit, action or proceeding related to, arising out of or resulting from Licensor’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, agreement or agreement set forth obligation under this License Agreement (each an “Action”). Section 12.02 Licensor shall indemnify, defend and hold harmless each of the Indemnitees against all Damages arising out of, resulting from or relating to any Action involving a claim that any manufacture, use, sale, offer for sale, distribution or importation of the Licensed IP or any Licensed Product outside the Field of Use in the Territory, or the exercise of any rights or privileges by Licensee granted to it under this License Agreement, infringes any patent or other intellectual property right of any third party; provided that, Licensor shall have no liability to Indemnitee with respect to any claim of infringement that is based solely upon (a) the combination of a Licensed Product with any other product or equipment not covered by the Licensed IP that is not reasonably anticipated by Licensor unless such combination is necessary to practice the Licensed IP and in such case, Licensor shall remain liable to the Indemnitee for such infringement; (b) the customization of a Licensed Product by Indemnitee or any other third party for another Person that is not reasonably anticipated by Licensor unless such customization is necessary to practice the Licensed IP and in such case, Licensor shall remain liable to the Indemnitee for such infringement; and (c) the modification of a Licensed Product by Indemnitee that is not authorized by Licensor and that is not reasonably anticipated by Licensor unless such modification is necessary to practice the Licensed IP and in such case, Licensor shall remain liable to the Indemnitee for such infringement. Section 12.03 The Indemnitee shall within 30 days of such Indemnitee’s notice of such Action notify the indemnifying party in writing of any Action and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to Indemnitee to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any Action in a manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee’s failure to perform any obligations under this Section 12.03 shall not relieve the indemnifying party of its obligation under this Section 12.03 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of the failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Section 12.04 Licensee shall, at all times during the Term and for five (5) years thereafter, obtain and maintain at its own expense the following types of insurance, with limits of liability not less than those specified below: (a) Commercial general liability insurance against claims for bodily injury and property damage which shall include contractual coverage and product liability coverage, with limits of not less than $10,000,000 per occurrence and $20,000,000 in the aggregate; and (b) Workers compensation and employers’ liability with limits to comply with the statutory requirements of the state(s) in which the License Agreement is to be performed. The policy shall include employers’ liability for not less than $5,000,000 per accident. 1.1. Licensee shall deliver certificates of insurance evidencing coverage to Licensor promptly upon request after the execution of this License Agreement and upon reasonably request thereafter. All policies provided for herein shall expressly provide that such policies shall not be cancelled, terminated or altered without at least thirty (30) days prior written notice to the Licensee, and Licensee shall promptly notify the Licensor in the event that a policy provided for herein is cancelled, terminated or altered. Except for Damages resulting from the Licensor’s gross negligence or willful misconduct, or arising from a breach of fiduciary dutythe Licensor’s confidentiality obligations hereunder, the Licensor’s maximum liability for Damages arising out of or resulting from any Action hereunder shall be $10,000,000 per occurrence and $20,000,000 in the aggregate. Except for Damages resulting from the Licensor’s gross negligence or willful misconduct, or actions performed outside the scope arising from a breach of the authority of Licensor’s confidentiality obligations hereunder, in no event shall Licensor be liable for any consequential, incidental, indirect, special, punitive or exemplary damages (including, without limitation, lost profits, business or goodwill) suffered or incurred by the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attachedIndemnitee. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will no case shall Licensor be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from liable for any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding damages arising out of the VendorIndemnitee’s negligence, fraud, gross negligence or willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administrator.

Indemnification; Insurance. The Administrator shall You agree to indemnify, defend, indemnifyand hold harmless us, our affiliates, and save harmless (i) the PTA/PTO/HSA our and each member of its board of their respective shareholders, directors, officers, employees, agents, successors and assignees (iicollectively, “Indemnified Parties”) the Schoolagainst, and (iii) School System from to reimburse any lossone or more of the Indemnified Parties for, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, all third party claims, suitsany and all taxes, actions, and any and all claims and liabilities directly or proceeding indirectly arising out from the operation of the Administrator’s gross negligenceSTORE, fraudincluding claims or holdings that we were directly, willful misconduct, malfeasance, material breach indirectly or vicariously negligent in any degree. For purposes of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In additionreference to “claims and liabilities” (collectively called “Claims” and individually called a “Claim”) means all obligations and damages (actual, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the Schoolconsequential, the PTA/PTO/HSAor otherwise) suffered as a result, and Administrator. The form costs reasonably incurred in defending, any claim asserted against any of this indemnity agreement will be substantially similar to the language below: The Vendor shall defendIndemnified Parties, indemnifyincluding, without limitation, reasonable accountants’, arbitrators’, attorneys’, and save harmless the Administratorexpert witness fees, the School costs of investigation and the PTA/PTO/HSAproof of facts, from any losscourt costs, liabilityother expenses of litigation, damage, costarbitration, or alternative dispute resolution, and travel and living expenses. Each Indemnified Party may defend any claim against it at your expense (including reasonable attorneys' fees) incurred by reason of and agree to settlements or take any demandsother remedial, claims, suits, corrective or other actions. An Indemnified Party need not seek recovery form an insurer or other third party, or proceeding arising out otherwise mitigate its losses and expenses, in order to maintain and recover fully a claim against you. You agree that a failure to pursue such recover or to mitigate a loss will not reduce or alter the amounts that an Indemnified Party may recover from you. This indemnity will continue in full force and effect subsequent to and notwithstanding the expiration or termination of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy You agree that we will be required named as an additional insured under the STORE’s general liability insurance policy and that you will periodically furnish evidence of your insurance coverage and our status as additional insured upon our request. Compliance with the foregoing requirement relating to sign an agreement limiting the our general liability of the PTA/PTO/HSA and the Administrator, insurance shall not abrogate or diminish your obligations to indemnify us as provided in a form approved provided by the Administratorthis Section.

Indemnification; Insurance. The Administrator (a) From and after the Effective Time through the third anniversary of the Effective Time, BSVN and its successors (the “Indemnitor Party”) shall defendindemnify and hold harmless each director, indemnifyofficer and employee of WBI and the Bank, determined as of the Effective Time (the “Indemnitee Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, only and save harmless to the fullest extent to which WBI or the Bank, as applicable, is or was required by law or its certificate of incorporation or bylaws to indemnify such Indemnitee Parties and in the manner to which it could indemnify such parties under the certificate of incorporation or bylaws of WBI or the Bank, in each case as in effect on the date hereof, provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. (b) Any Indemnitee Party wishing to claim indemnification under Section 6.8(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Indemnitor Party thereof, but the failure to so notify shall not relieve the Indemnitor Party of any liability it may have to such Indemnitee Party if such failure does not materially prejudice the Indemnitor Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the PTA/PTO/HSA Indemnitor Party shall have the right to assume the defense thereof and each member the Indemnitor Party shall not be liable to such Indemnitee Party for any legal expenses of its board other counsel or any other expenses subsequently incurred by such Indemnitee Parties in connection with the defense thereof, except that if the Indemnitor Party elects not to assume such defense or counsel for the Indemnitee Parties advises that there are issues which raise conflicts of directorsinterest between the Indemnitor Party and the Indemnitee Parties, the Indemnitee Parties may retain counsel which is reasonably satisfactory to the Indemnitor Party, and the Indemnitor Party shall pay the reasonable fees and expenses of such counsel for the Indemnitee Parties (which may not exceed one firm in any jurisdiction); (ii) the School, and Indemnitee Parties will cooperate in the defense of any such matter; (iii) School System from the Indemnitor Party shall not be liable for any loss, liability, damage, cost, settlement effected without its prior written consent; and (iv) the Indemnitor Party shall have no obligation hereunder in the event that a federal or expense state banking agency or a court of competent jurisdiction shall determine that indemnification of an Indemnitee Party in the manner contemplated hereby is prohibited by applicable laws and regulations. (including reasonable attorneys' feesc) incurred by reason Promptly following the execution and delivery of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside WBI and the scope Bank shall obtain and provide to BSVN such information as BSVN shall reasonably request regarding an extension of the authority reporting period under WBI and the Bank’s existing directors’ and officers’ liability coverage for acts and omissions occurring prior to the Closing Date, including the cost associated with purchasing extended coverage for a three-year period under substantially the current terms of WBI and the Administrator pursuant Bank’s existing directors’ and officers’ liability insurance. Subject to this Agreement. To support this indemnificationthe prior written approval of BSVN, the Administrator will provide WBI and the PTA/PTO/HSA with evidence of insurance in substantially Bank shall cause such extended coverage to be purchased for a three-year period following the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and AdministratorClosing Date. The form cost of this indemnity agreement will such extended coverage shall be substantially similar to the language below: The Vendor shall defend, indemnify, borne 100% by WBI and save harmless the Administrator, the School Bank and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in included as a form approved provided by the AdministratorWBI Transaction Expense).

Indemnification; Insurance. The Administrator a) Vendor shall defendindemnify and hold harmless Precision and Precision Affiliates, indemnifyPrecision Clients and their Affiliates, and save harmless any of their respective directors, officers, shareholders, employees, agents, representatives, subcontractors, successors and assigns (the “Precision Indemnified Parties”) from any and against all losses, damages, costs and expenses (including, without limitation, the Indemnified Parties’ reasonable attorneys’ fees and other costs of legal defense, whether direct or indirect) (“Losses”) incurred by any Precision Indemnified Parties as a result of any claim, demand, action or proceeding by any third party (each, a “Claim”) relating to or arising out of (i) the PTA/PTO/HSA any breach of any of Vendor’s representations, warranties and each member of its board of directors, obligations hereunder; (ii) the Schoolany actual or alleged infringement or misappropriation of any patent, and copyright, trademark, trade secret, or other proprietary right by any Work Product; or (iii) School System any negligent acts or omissions of Vendor and its employees, agents and contractors. b) Precision shall indemnify and hold harmless Vendor and Vendor’s Affiliates, and any of their respective directors, officers, shareholders, employees, agents, representatives, subcontractors, successors and assigns (the “Vendor Indemnified Parties”) from any lossand against all Losses, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason any Vendor Indemnified Parties as a result of any demands, claims, suits, actions, Claim relating to or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, (i) any material breach of any representationof Precision’s obligations hereunder; or (ii) any grossly negligent acts or omissions of Precision. c) The indemnifying party shall be entitled, warrantyat its option, covenantto control the defense of any claim on which it is liable, provided that the indemnifying party shall act reasonably and in good faith with respect to all matters relating to the settlement or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope disposition of the authority claim as the disposition of the Administrator pursuant claim relates to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administratorindemnified party. The form of this indemnity agreement will indemnifying party may not, without indemnified party’s prior written consent, which consent shall not be substantially similar unreasonably withheld, conditioned or delayed, settle or compromise any Claim or consent to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason entry of any demandsjudgment regarding which indemnification is being sought hereunder unless such settlement, claims, suits, actions, compromise or proceeding consent includes an unconditional release of the indemnified party from all liability arising out of such claim; does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Indemnified Party; and does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of indemnified party or any of its Affiliates. d) The indemnified parties shall cooperate in the investigation, defense and settlement of any Claim and shall provide prompt notice of any such Claim or reasonably expected Claim to the indemnifying party. An indemnified party shall have the right to retain its own separate legal counsel at its own expense. e) If the Indemnifying Party fails or wrongfully refuses to defend or settle any Claims, then the Indemnified Party shall, upon written notice to the Indemnifying Party, have the right to defend or settle (and control the defense of) such Claims. In such case, the Indemnifying Party shall cooperate, at its own expense, with the Indemnified Party and its counsel in the defense and settlement of such Claims, and shall pay, as they become due, all costs, damages, and reasonable outside legal fees incurred therefore. f) At all times during the term of this Agreement and for a period of three years after its expiration or termination, Vendor shall maintain, at Vendor’s negligenceown expense, fraudinsurance coverage at such level and terms and with such insurers as are acceptable to Precision in its reasonable discretion, willful misconduct, malfeasance, material breach of and satisfying any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants specific requirements identified in the Academy will be required applicable SOW. Vendor shall, on request, supply to sign an agreement limiting Precision copies of such insurance policies, certificates of insurance and evidence that the liability relevant premiums have been paid. Vendor shall provide Precision with not less than thirty days prior written notice of the PTA/PTO/HSA and the Administrator, cancellation or material change in a form approved provided by the Administratorcoverage under such insurance policies.

Indemnification; Insurance. The Administrator shall A. Service Provider will indemnify, defend, indemnifyand hold harmless Consumer, its directors, officers, employees, agents, representatives, successors, and save harmless assigns (i“Indemnitees”) the PTA/PTO/HSA from and each member against all third party claims (including claims by Consumer’s employees) of its board of directors, (ii) the School, and (iii) School System from any loss, liability, damagecost and expenses, costfines and penalties, including the reasonable cost of defense of such claims, due to personal injury, death or property damage to the extent such personal injury, death or property damage is caused by the negligent acts or omissions of Service Provider. B. Consumer will indemnify, defend, and hold harmless Service Provider, its directors, officers, employees, agents, representatives, successors, and assigns (“Indemnitees”) from and against all third party claims (including claims by Service Provider’s employees) of loss, liability, cost and expenses, fines and penalties, including the reasonable cost of defense of such claims, due to personal injury, death or property damage to the extent such personal injury, death or property damage is caused by the negligent acts or omissions of Consumer. C. Each Party hereby expressly agrees to waive any provision of any workers’ compensation act, disability or other employee benefits laws, or expense (including reasonable attorneys' fees) incurred by reason any similar laws granting the indemnifying Party rights and immunities as an employer to the extent necessary for the indemnifying Party to adhere to its obligations above in paragraphs A and B. D. As a condition precedent to any indemnification obligations hereunder, any entity entitled to indemnification shall give prompt written notice to the indemnifying Party of any demandsmatter that may be subject to indemnification, claimspromptly after learning of such claim; provided that, suitsany delay in providing such notification shall not relieve the indemnifying Party of its indemnification obligations hereunder except to the extent, actionsif any, or proceeding arising out of that such delay prejudices the Administratorindemnifying Party’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside ability to successfully defend such claim. If such claim falls within the scope of the authority indemnification obligations of this provision, then the Administrator pursuant indemnifying Party shall assume the defense of such claim. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to this Agreementsuch claim. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the Administrator will contain an indemnity agreement covering indemnified Party without the Schoolindemnifying Party’s written consent, the PTA/PTO/HSA, and Administratorsuch consent not to be unreasonably withheld. The form of indemnifying Party shall not settle any such claim if such settlement does not fully and unconditionally release the indemnified Party from all liability relating thereto, unless the indemnified Party otherwise agrees in writing. The indemnifying Party’s obligations under this indemnity agreement article will be substantially similar not apply to the language below: The Vendor shall defendany settlement, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, adjustment or expense (including reasonable attorneys' fees) incurred by reason compromise of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided claim made by the Administratorindemnified Party without the indemnifying Party’s prior written consent.

Indemnification; Insurance. The Administrator (a) Each of the PARTIES' representations, warranties, covenants and agreements set forth in this AGREEMENT shall defend, indemnifysurvive the execution and delivery of this AGREEMENT. (b) BANK shall indemnify and hold COMPANY harmless from and against, and save harmless shall pay to COMPANY the full amount of, any LOSSES resulting to COMPANY, either directly or indirectly, from (i) the PTA/PTO/HSA and each member any inaccuracy in any representation or warranty, or any breach of its board of directorsany covenant or agreement, by BANK contained in this AGREEMENT, (ii) the Schoolany fraud, and theft, dishonesty, defamation or other willful misconduct of BANK or its officers, directors, employees or agents, (iii) School System from any lossclaim against BANK or COMPANY by the Kentucky Department of Financial Institutions, liability, damage, costthe Federal Deposit Insurance Corporation, or any regulatory agency or other governmental body having supervisory authority directly over BANK or (iv) any claim by any third party of service ▇▇▇▇ or trademark infringement based upon COMPANY'S use of the BANK INTELLECTUAL PROPERTIES. (c) COMPANY shall indemnify and hold BANK harmless from and against, and shall pay to BANK the full amount of, any LOSSES resulting to BANK, either directly or indirectly, from (i) any inaccuracy in any representation or warranty, or any breach of any covenant or agreement, by COMPANY contained in this AGREEMENT, (ii) any fraud, theft, dishonesty, defamation or other willful misconduct of COMPANY or its officers, directors, employees or agents, or (iii) any claim that the TRANSACTIONS or the conduct of COMPANY in connection with the TRANSACTIONS are illegal, provided that, (A) at the time of such claim, BANK is not in breach of any covenant or agreement contained in this AGREEMENT that contributed to or caused the loss for which indemnification is sought and (B) the claim is not by the Kentucky Department of Financial Institutions, the Federal Deposit Insurance Corporation, or any regulatory agency or other governmental body having supervisory authority directly over BANK. (d) The fact that indemnification is provided in this Agreement for some actions of either COMPANY or BANK does not mean that statutory or common law indemnification or contribution is not available to either party for other acts not enumerated herein. (e) The Parties agree that, if both BANK and COMPANY are named as defendants in the same lawsuit, arbitration or other proceeding, then Bank and COMPANY may enter into a Joint Defense Agreement reasonably acceptable to Bank and COMPANY, provided that any such Joint Defense Agreement shall not preclude any party from asserting any counterclaim, cross-actions or third-party claims to which it may be entitled. (f) Such Joint Defense Agreement shall include an agreement that COMPANY shall have the right to choose acceptable counsel and otherwise direct the litigation but any settlement of such claims must be agreed to by BANK. *. The PARTIES agree to meet as soon as practicable but no less than ten (10) business days following the date of the filing of any claim, complaint or action to determine and agree upon the Joint Defense Agreement. Any failure to agree upon the Joint Defense Agreement or any provision of this Section 6 shall in no way affect or negatively impact any Indemnified Parties' right to indemnity. (g) Whenever any claim shall arise for indemnification under this Paragraph 6, the party seeking indemnification (the "INDEMNITEE") shall promptly notify the other party (the "INDEMNITOR") of the claim and, when known, the facts constituting the basis for such claim. Such notice shall specify, if known, the amount or a good faith estimate of the amount of the liability arising therefrom. (h) In connection with any claim or legal proceeding by a third party which may give rise to indemnity hereunder (a "THIRD PARTY CLAIM"), the INDEMNITOR, at the sole cost and expense of the INDEMNITOR, may assume the defense of any such THIRD PARTY CLAIM by giving written notice to the INDEMNITEE. The INDEMNITOR's notice must be received by the INDEMNITEE within twenty (including 20) days following INDEMNITOR's receipt of notice of such THIRD PARTY CLAIM and must acknowledge the INDEMNITOR's obligation to indemnify the INDEMNITEE with respect to such THIRD PARTY CLAIM. (i) If the INDEMNITOR assumes the defense of any THIRD PARTY CLAIM, the INDEMNITOR shall select counsel to conduct the defense of such claim, and the INDEMNITOR shall take all reasonable attorneys' fees) steps necessary in the defense or settlement thereof. If the INDEMNITOR assumes the defense of any THIRD PARTY CLAIM, the INDEMNITOR shall not be obligated to pay any attorneys fees or investigation costs incurred by reason the INDEMNITEE in connection with its participation in such defense, unless the INDEMNITOR assumes the defense of such THIRD PARTY CLAIM at any time after the expiration of the INDEMNITOR's twenty (20) day notice period. The INDEMNITEE shall cooperate with all reasonable requests of the INDEMNITOR in connection with the INDEMNITOR's defense of any demands, claims, suits, actionsTHIRD PARTY CLAIM. The INDEMNITOR shall not consent to a settlement of, or proceeding the entry of any judgment arising from, any THIRD PARTY CLAIM, without the prior written consent of the INDEMNITEE, which consent shall not be unreasonably withheld or delayed. The INDEMNITEE shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. (j) If the INDEMNITOR does not assume the defense of any such THIRD PARTY CLAIM, the INDEMNITEE may defend against such THIRD PARTY CLAIM in such manner as the INDEMNITEE may deem appropriate, including, but not limited to, settling such claim on such terms as the INDEMNITEE may deem appropriate, at the cost of INDEMNITOR. If the INDEMNITOR seeks to question the manner in which the INDEMNITEE defended such THIRD PARTY CLAIM or the amount of or nature of any such settlement, the INDEMNITOR shall have the burden to prove by a preponderance of the evidence that the INDEMNITEE did not defend such claim in a reasonably prudent manner. (k) With respect to any claim, dispute or controversy between BANK and COMPANY arising out of or relating to the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach performance of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnificationAGREEMENT, the Administrator parties agree that prior to considering any remedies at law or in equity, that BANK and COMPANY shall each appoint one or more executives who will provide meet with each other for the PTA/PTO/HSA with evidence purpose of insurance in substantially the form attached. In additionresolving any claim, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, dispute or controversy between BANK and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding COMPANY arising out of or relating to the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach performance of this AGREEMENT or any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant TRANSACTIONS. The parties agree to this Agreement. All vendors will also be required operate in good faith in such agreements. (l) COMPANY agrees to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the purchase and maintain general business and liability of the PTA/PTO/HSA and the Administrator, insurance from a nationally-recognized insurance provider which shall have limits for such policy in a form approved provided by the Administratortotal amount not less than $5,000,000. (m) BANK shall obtain and maintain in full force and effect errors and omissions insurance in an amount no less than $5,000,000 with such insurance companies as are reasonably satisfactory to BANK and COMPANY.

Indemnification; Insurance. The Administrator 11.01 No later than the time when any Permitted Market products containing or using the Licensed Products are first being distributed, sold, or otherwise commercially exploited (including for the purpose of obtaining regulatory approvals) by LICENSEE, LICENSEE and LICENSOR shall defendeach, indemnifyat their sole cost and expense, procure and maintain commercial general liability insurance, with a reputable insurance carrier reasonably acceptable to the other party, in amounts of not less than $2,000,000 per incident and $2,000,000 annual aggregate, and save harmless the other party shall have the other party’s Affiliates, and their officers, directors, affiliates, subsidiaries, employees, independent contractors and agents named as additional insureds. Such commercial general liability insurance shall provide (i) product liability coverage; (ii) broad form contractual liability coverage for indemnification under this Agreement; and (iii) coverage for litigation costs. The minimum amounts of insurance coverage required shall not be construed to create a limit of LICENSEE’s or LICENSOR’s liability with respect to its indemnification under this Agreement. 11.02 Each party shall provide the other party with written evidence of such insurance upon request. Each party shall provide the other party with written notice of at least thirty (30) days prior to cancellation, non-renewal or material change in such insurance. 11.03 Each party shall maintain such commercial general liability insurance beyond the expiration or termination of this Agreement during (i) the PTA/PTO/HSA period that any Licensed Patent Rights and/or Licensed Products provided pursuant to this Agreement are being commercially distributed, sold or otherwise exploited by LICENSEE; and each member of its board of directors, (ii) the Schooltwo (2) year period immediately after such period. 11.04 LICENSEE and Affiliates of LICENSEE shall jointly and severally defend, indemnify and hold harmless LICENSOR and the Affiliates of LICENSOR, and the officers, agents and employees of LICENSOR and its Affiliates, (iiicollectively the "Indemnified Parties") School System from and against any lossand all liabilities, liabilitydamages, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demandslosses, claims, suits, actionsproceedings, or proceeding arising demands, recovery, costs and expenses (including, without limitation, the reasonable fees and expenses of counsel, litigation expenses, and court costs) which arise out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material or relate to: (i) any breach by LICENSEE or any Affiliate of LICENSEE of any representation, warranty, covenant, warranty or agreement covenant set forth in this Agreement, breach ; (ii) any defects in the footwear products in which the Licensed Products are embedded based on LICENSEE’s design or manufacturing of fiduciary duty, or actions performed outside such footwear products; (iii) any third party claim that LICENSEE’s footwear products in which the scope Licensed Products are embedded infringe upon intellectual property rights of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into any third party; (iv) any warranty claims by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, third parties and Administrator. The form of this indemnity agreement will be substantially similar consumers relating to the language below: The Vendor shall defend, indemnify, and save harmless footwear products in which the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorLicensed Products are embedded.

Indemnification; Insurance. The Administrator (A) For six (6) years after the Effective Date (except as described below), Tower shall defend, indemnify, defend and save hold harmless the present and former directors and officers of FNB and Bank (ieach, an “Indemnified Party”) the PTA/PTO/HSA and each member of its board of directors, (ii) the School, and (iii) School System from any loss, liability, damage, cost, against all costs or expense expenses (including reasonable attorneys' ’ fees) incurred by reason of any demands), judgments, fines, losses, claims, suitsdamages or liabilities (collectively, actions“Costs”) incurred in connection with any claim, action, suit, proceeding or proceeding investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions occurring at or prior to the AdministratorEffective Date (and also advance expenses incurred) to the extent permitted by Tower’s gross negligencearticles of incorporation, and bylaws, and applicable law, excepting liability for fraud, willful misconductdeception, malfeasanceintentional misrepresentation, material breach of any representation, warranty, covenantintentional action, or agreement set forth self dealing; provided, however, that Tower shall not have an obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction or Regulatory Authority shall ultimately determine, and such determination shall become final and non-appealable, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law or the Regulatory Authority. (B) For a period of three (3) years following the Effective Date, Tower shall pay the premiums for a director and officer liability insurance tail policy for the directors and officers of FNB and Bank as of the Effective Date and for all former directors and officers of FNB and Bank, if insurable by an insurance carrier within the financial limitations of this Section 5.07(c)(iv), with conditions and terms substantially comparable to the director and officer liability policy of FNB as of the date of this Agreement, breach so long as the policy can be obtained at a cost not in excess of fiduciary duty, or actions performed outside the scope 150% of the authority rate for such director and officer liability insurance tail policy, in effect as of the Administrator pursuant to date of this Agreement. To support this indemnificationIn the event Tower is unable to obtain a director and officer liability insurance tail policy at a cost not in excess of 150% of such rate, Tower shall obtain a director and officer liability insurance tail policy with the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar maximum coverage reasonably available for a cost that is equal to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out 150% of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratorrate.

Indemnification; Insurance. The Administrator 9.1 Sponsor shall defend, indemnify, hold harmless and save harmless (i) the PTA/PTO/HSA defend PPD and each member of its board of employees, directors, agents and subcontractors (iiexclusive of clinical sites/ investigators) (the School"PPD Parties") for any and all damages (specifically including any damages incurred by PPD as a result of indemnity obligations imposed upon PPD by contract between PPD and third party provider to a Study where such third party provider is approved by Sponsor), costs, expenses and (iii) School System from any lossother liabilities, liability, damage, cost, or expense (including reasonable attorneys' fees) attorney's fees and court costs, incurred by reason of in connection with any demandsclaim, claims, suits, actions, action or proceeding arising out from this Agreement or PPD's performance of the Administrator’s gross negligenceServices (each a "Claim"), fraudprovided however, willful misconductthat Sponsor shall have no obligation hereunder with respect to any Claim to the extent such Claim arises from: (a) the negligence or intentional misconduct on the part of PPD or any PPD Party, malfeasance, material (b) breach by PPD or any PPD Party of any representationof its obligations under this Agreement or (c) breach by PPD or any PPD Party of any applicable supranational, warrantynational or local law, covenantrule or regulation. 9.2 PPD shall indemnify, hold harmless and defend Sponsor, its directors, officers, employees, agents and independent contractors (collectively, Sponsor Indemnitees") for any and all damages, costs, expenses and other liabilities, including reasonable attorney's fees and court costs, incurred in connection with any Claim to the extent such Claim arises from: (a) the negligence or agreement set forth intentional misconduct on the part of PPD or any PPD Party, (b) breach by PPD or any PPD Party of any of its obligations under this Agreement or (c) breach by PPD or any PPD Party of any applicable supranational, national or local law, rule or regulation. 9.3 Any party liable to provide indemnification hereunder shall be entitled, at its option, to control the defense and settlement of any claim on which it is liable, provided that the indemnifying party shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of the claim as the disposition or settlement relates to the party being indemnified, provided, however, that no settlement shall be made that adversely affects the economic interests of the indemnified party without its prior, written approval. The indemnified party shall reasonably cooperate in the investigation, defense and settlement of any claim for which indemnification is sought hereunder and shall provide prompt notice of any such claim or reasonably expected claim to the indemnifying party. An indemnified party shall have the right to retain its own separate legal counsel at its own expense. PPD hereby represents that it has in place, and shall maintain for the period of this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attachedfollowing amounts: General Liability - $1,000,000 each occurrence; $2,000,000 aggregate. In addition, all vendor agreements entered into Automobile Liability - $1,000,000 combined single limit. Excess Liability - $25,000,000 each occurrence; $25,000,000 aggregate. Workers compensation as required by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, law CRO Errors or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorOmissions Liability - $10,000,000 each occurrence; $10,000,000 aggregate.

Indemnification; Insurance. The Administrator parties agree that the Bozeman Convenience Site Indemnity Agreement entered into by the parties in 2008, remains in full force and effect. For the day to day conduct, action and operations of the District at the BCS during the term of this agreement, the following indemnity and insurance is required. a. To the fullest extent permitted by law, the District recognizing it exercises its privileges under this Agreement at its own risk, shall release, and shall protect, defend, indemnify, and save hold harmless the City and its agents, representatives, employees, and officers from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith, regardless of the cause or causes thereof or the negligence of any party or parties that the above may be asserted against, recovered from or that may be suffered by the City and its agents, representatives, employees, and officers, occasioned by, growing or arising out of or resulting from or in any way related to: (i) the PTA/PTO/HSA and each member occupation or use of its board of directors, the Site by the District; (ii) the Schoolnegligent, reckless, or intentional misconduct of the District, their officers, employees, or agents on or related to the Site or use of the Site by the District; and (iii) School System any negligent, reckless, or intentional misconduct of any of the District’s guests, invitees, contractors, or subcontractors on or related to the Site. b. The District’s obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to an indemnitee described in this Section. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). c. The District’s indemnity obligations under this Section shall be without regard to and without any right to contribution from any lossinsurance maintained by City. Should the City and its agents, liabilityrepresentatives, damageemployees, cost, and officers described herein be required to bring an action against the District to assert its right to defense or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in indemnification under this Agreement, breach the City and its agents, representatives, employees, and officers shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of fiduciary dutycompetent jurisdiction determines the District was obligated to defend the claim(s) or were obligated to indemnify the City and its agents, representatives, employees, and officers for a claim, demand, action, etc. or any portion(s) thereof. In the event of an action filed against the City resulting from the District’s performance under this Agreement, the City may elect to represent itself and incur all costs and expenses of suit. The District shall include in all its contracts, agreements, work order, services orders or any other written or oral request for work on the Site wherein such work or actions performed outside occurs in any part on the scope Site that any such contractor, person or entity performing any such work on the Site fully release the City and its agents, representatives, employees, and officers in writing to the same extent and under the same terms and conditions as the District is required pursuant to this Agreement and waive all claims of any kind or nature against the authority of City and its agents, representatives, employees, and officers to the Administrator same extent as the District is required pursuant to this Agreement. To support The City and its agents, representatives, employees, and officers may require the District to provide evidence that any of the District’s contractors or persons or entities conducting work on the Site have provided such written release and waiver. d. In addition to and independent from subsection (a), above, during the term of this indemnificationAgreement, the Administrator District or the County shall, at their expense, maintain those insurances as set forth below through an insurance company or companies duly licensed and authorized to conduct business in Montana with a Best’s rating of no less than A- which insures the liabilities and obligations specifically assumed by Licensees in subsection (a) of this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the District in subsection (a) of this Section nor for any of the District’s activities on the Site. e. The District or County must ensure such required insurance coverage is timely renewed so that there is no lapse in coverage during the time such insurance must remain in place. The District or County shall notify the City within two (2) business days of the District’s or County’s receipt of notice that any required insurance coverage will provide be terminated or the PTA/PTO/HSA with evidence District’s or County’s decision to terminate any required insurance coverage for any reason. The insurance and required endorsements must be in a form suitable to the City. The District or County must obtain the following type of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, amount indicated: • Workers’ Compensation – not less than statutory limits; • Employers’ Liability - $1,000,000 each accident/$1,000,000 disease policy limit/$1,000,000 disease – each employee • Commercial General Liability - $1,000,000 per occurrence; $3,000,000 annual aggregate for bodily injury and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, property damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administrator.;

Indemnification; Insurance. The Administrator shall defend(a) Lessor agrees to hold harmless, indemnifydefend and indemnify Lessee against losses and damages caused by the negligent and/or willful wrongful actions or inactions of Lessor and/or its affiliates, parents or subsidiaries or their respective employees or agents in connection with the Project. Except to the extent prohibited by law and save harmless (i) the PTA/PTO/HSA subject to and each member without constituting a waiver of any of its board charitable and/or legal immunities, Lessee agrees to hold harmless, defend and indemnify Lessor against losses and damages caused by the negligent and/or willful wrongful actions or inactions of directorsLessee and/or its affiliates or their respective employees or agents in connection with the Project. The foregoing indemnities shall survive any termination or expiration of this Lease. (b) Each party agrees that it shall give the other prompt written notice of any claim, (ii) the School, and (iii) School System from any loss, liability, damage, costthreatened or made, or expense (including reasonable attorneys' fees) incurred by reason of suit instituted against it that could result in a claim for indemnification above. Both parties agree that in the event that indemnification is sought under this provision, the party seeking indemnification will furnish the indemnifying party, upon request, all information and assistance for defense against any demandssuch claim, claims, suits, actionssuit, or proceeding arising out demand. The obligations of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator parties pursuant to this Agreementprovision shall survive the termination, expiration or rescission of this Lease. (c) Lessor agrees to maintain at all times during the Term hereof the insurance required by Article 18 of the Ground Lease. To support this indemnificationLessor shall furnish Lessee with a Certificate of Insurance evidencing the required coverages and naming Lessee, the Administrator will provide the PTA/PTO/HSA with evidence Commonwealth of insurance in substantially the form attached. In additionKentucky, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the SchoolUniversity and their respective regents, the PTA/PTO/HSAofficers, officials, agents, and Administrator. The form employees as additional insureds within thirty (30) days of the Effective Date of this indemnity agreement will be substantially similar Lease. Notwithstanding anything set forth herein to the language below: The Vendor contrary, Lessee acknowledges and agrees that Lessor shall defendnot insure any personal property of Lessee or any of its employees, indemnify, and save harmless agents or Residents. Lessor shall have no liability or responsibility for the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, safety of or expense (including reasonable attorneys' fees) incurred by reason damage to or loss of any demandspersonal property of Lessee or any of its employees, claimsagents or Residents, suits, actions, except to the extent such damages or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material loss result from a breach of any representation, warranty, covenant, or agreement set forth in Lessor's obligations under this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorLease.

Indemnification; Insurance. The Administrator (a) Network shall defend, indemnify, defend (at Company’s election) and save hold harmless Company, and each of its officers, members, employees, agents, affiliates, customers, Companies and sublicenses, from any claim, liability, loss, damage or expense, including reasonable attorneys’ fees and disbursements, caused by or arising out of (i) the PTA/PTO/HSA and each member of its board of directors, (ii) the School, and (iii) School System from any loss, liability, damage, cost, breach or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material alleged breach of any representation, warranty, covenant, covenant or agreement set forth in this Agreement, breach of fiduciary duty, Network or actions performed outside (ii) the scope Exhibition or promotion of the authority of the Administrator Channel or Titles pursuant to this Agreement. To support Company shall notify Network in writing of any claim or litigation to which this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSAindemnification applies, and AdministratorNetwork shall have the right to assume the defense of any such claim or litigation; provided that Company shall have the right to participate in such defense at its own expense. Network shall have the right to approve or disapprove the settlement or disposition of any such claim or litigation proposed by Company, which right shall expire 20 business days following Network’s receipt of written notice with respect thereto. Notwithstanding the foregoing, Network shall have no obligation to Company with respect to claims asserted as the result of Company's incorporating other audio-visual works into or with any of the Titles as described in Paragraph 7(a)(ii) hereof. Network shall not be liable for special, incidental or consequential damages. The form provisions of this indemnity agreement Paragraph 12 will be substantially similar to survive termination of the language below: The Vendor Agreement. (b) Company shall defend, indemnify, defend (at Network's election) and save hold harmless the AdministratorNetwork, the School and the PTA/PTO/HSAeach of its officers, directors, members, employees, agents and affiliates from any lossclaim, liability, loss or damage, cost, or expense (including reasonable attorneys' fees) incurred fees and disbursements, related to, caused by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material (i) any breach or alleged breach of any representation, warranty, covenantcovenant or agreement of Company, or agreement set forth in this Agreement, breach of fiduciary duty, (ii) caused by Company's incorporating other audio-visual works into or actions performed outside the scope with any of the authority Titles as described in Section 7(a)(ii) hereof. Network shall notify Company in writing of any claim or litigation to which this indemnification applies. Company shall have the right to assume the defense of any such claim or litigation, provided that, Network shall have the right to participate in such defense at its own expense. Company shall have the right to approve or disapprove the settlement or disposition of any such claim or litigation proposed by Network, which right shall expire 20 business days following Company’s receipt of written notice with respect thereto. Company shall not be liable for special, incidental or consequential damages. The provisions of this Paragraph 12 will survive termination of the Vendor pursuant to this Agreement. (c) Network shall obtain and maintain such insurance as Company deems necessary, including insurance policies which are customarily maintained by producers of motion pictures in the United States, including errors and omissions, negative, general comprehensive and liability, third party property damage, cast insurance, miscellaneous equipment insurance, workers compensation or equivalent employer’s liability, disability and transit insurance. All vendors will also such insurance shall be required placed in such amounts or Company shall approve limits with such deductibles and in such form as approved by Company. Network shall furnish Company with certificates of insurance stating and certifying the amounts and types of coverage and providing thirty (30) day notice to complete national background checks prior to working with students. Finally, the parents of all student participants additional insured in the Academy will event of any change or modification to such policy. Company shall be required named as an additional insured on all such policies. Any recovery under said policies shall be paid to sign an agreement limiting the Company. The insurance requirements herein shall not be a waiver or limitation of liability with respect to any of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorNetwork’s obligations herein.

Indemnification; Insurance. The Administrator (a) For a period of three (3) years from and after the Closing Date, Purchaser (the "Indemnifying Party") shall defendindemnify and hold harmless each present and former director, indemnify, officer and save harmless employee of the Bank determined as of the Closing Date (ithe "Indemnified Parties") the PTA/PTO/HSA and each member of its board of directors, (ii) the School, and (iii) School System from against any loss, liability, damage, cost, costs or expense expenses (including reasonable attorneys' fees) incurred by reason of any demands), judgments, fines, losses, claims, suitsdamages or liabilities (collectively, actions"Costs") incurred in connection with any claim, action, suit, proceeding or proceeding investigation whether civil or criminal, administrative or investigative, arising out of matters existing or occurring prior to the Administrator’s gross negligenceClosing Date, fraudwhether asserted or claimed prior to, willful misconducton or after the Closing Date to the fullest extent to which such Indemnified Parties were entitled under the Bank Constituent Documents. (b) Any Indemnified Party wishing to claim indemnification under this section, malfeasance, material breach upon learning of any representationsuch claim, warrantyaction, covenantsuit, proceeding or agreement set forth investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the Indemnifying Party of any liability it may have to such Indemnified Party if such failure does not materially prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before, on or after the Closing Date), (i) the Indemnifying Party shall have the right to assume the defense thereof and the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in this Agreementconnection with the defense thereof, breach except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Party and the Indemnified Parties, the Indemnified Parties may retain counsel which is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of fiduciary dutysuch counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest), (ii) the Indemnified Parties will cooperate in the defense of any such matter and (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent. (c) Purchaser shall maintain its existing policy of directors and officers liability insurance (or actions performed outside comparable coverage) for a period of not less than three (3) years after the scope Closing Date; which policy shall be amended, however, to include the directors and officers of the authority of Bank currently covered under the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into policy held by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSABank, and Administrator. The form of this indemnity agreement will which shall be substantially similar a "claims made" policy providing coverage for (among other things) acts or omissions occurring prior to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorClosing Date.

Indemnification; Insurance. The Administrator Licensees agree to indemnify Licensor and its affiliates (including Nicklaus) for and hold them harmless from and against any and all obligations, losses, costs, expenses, damages, liabilities or claims, including attorneys' fees, arising out of claims asserted by third parties which are related in any way to Licensees' business of operating the Golf Facilities, provided however, that the foregoing indemnification shall defend, indemnify, and save harmless not apply to (i) the PTA/PTO/HSA any obligations or liabilities of GB Golf or its affiliates, and each member any obligations of Old GBGC assumed by GB Golf or chargeable to it under its board of directorsStock Purchase Agreement with Family Golf, or (ii) any liability incurred by a party seeking indemnification as a result of such party's own negligence or willful misconduct. In the Schoolevent that an indemnified party is joined as a party defendant in any legal action instituted against a Licensee by a third party as a result of such Licensee's activities, Licensees shall undertake to defend and shall continue to defend against any such asserted liability and shall pay all reasonable costs of defense related thereto, including, but not limited to, the cost and expense of independent counsel, if any, retained by such indemnified party in the event of a conflict which prevents joint defense of the claim, and (iii) School System from Licensees shall indemnify and hold the indemnified parties harmless in the event of a settlement or adverse judgment against any loss, liability, damage, costof them. Licensor agrees to notify Licensees promptly after receiving notice of any threat of proceedings that would require the Licensees to indemnify Licensor or any affiliated party hereunder, or expense (including reasonable attorneys' fees) incurred by reason of the commencement of any demandsproceedings which would require such indemnification, but the failure to notify the Licensees promptly shall not relieve the Licensees of any obligations to indemnify Licensor or its affiliates except to the extent that the failure to give prompt notice has jeopardized the Licensees' ability to defend the pending claims. During the term of this Agreement, suitsLicensees shall maintain in force at all times general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence per Golf Facility, actions, or proceeding which insurance shall cover liabilities arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach business activities of any representation, warranty, covenant, or agreement set forth in this Agreement, breach Licensees at such Golf Facilities and shall insure Licensees' obligations to defend and indemnify Licensor and its affiliates as provided herein. Licensor shall have the right to receive a copy of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence each policy of insurance in substantially issued hereunder and shall be listed as a party to receive notice from the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants insurer in the Academy will be required to sign an agreement limiting the liability event of the PTA/PTO/HSA and the Administrator, a cancellation or material change in a form approved provided by the Administratorany such policy.

Indemnification; Insurance. The Administrator (A) From and after the Effective Time, HNC shall defendindemnify and hold harmless each present and former director, indemnifyofficer, employee and save harmless agent of WFB or a Subsidiary of WFB, as applicable, determined as of the Effective Time, other than former directors under criminal indictment or current criminal proceedings as of the date of this Agreement, (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), amounts paid in settlement as provided below, judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, arising in whole or in part out of or pertaining to the fact that he or she is or was a director, officer or employee of WFB or, while a director, officer or employee of WFB, is or was serving at the request of WFB as a director, officer, employee or agent of another corporation, association, partnership, joint venture, trust or other enterprise to the fullest extent which such Indemnified Parties would be entitled under the BCL and HNC’s articles of incorporation and bylaws (which right to indemnification shall include the advancement of reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, action, suit, proceeding or investigation upon receipt from an Indemnified Party of any required undertaking). (B) Prior to the Effective Date, HNC shall use its reasonable best efforts (and WFB shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ and officers’ liability insurance (“D&O Insurance”) for the Indemnified Parties with respect to matters occurring at or prior to the Effective Time, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “A (Excellent)” or higher; or (2) obtain coverage for Prior Acts for the Indemnified Parties under a directors’ and officers’ tail liability insurance policy; effective at the Effective Time, in either case, providing at least the same coverage as the D&O Insurance currently maintained by WFB and containing terms and conditions which are no less favorable to the beneficiaries, for a six-year period after the Effective Date; provided, that HNC shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to WFB’s directors and officers, 200% of the annual premium payment, as of December 31, 2007, under WFB’s current policy in effect on the date of this Agreement (the “Maximum Amount”). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, HNC shall use its reasonable best efforts to maintain the most advantageous policies of directors’ and officers’ liability insurance obtainable for a premium equal to the Maximum Amount. (C) Any Indemnified Party wishing to claim indemnification under Section 5.08(c)(v)(C), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify HNC. In the event of any such claim, action, suit, proceeding or investigation, whether arising before or after the Effective Time, (i) HNC shall have the PTA/PTO/HSA right to assume the defense thereof and each member shall not be liable to such Indemnified Party for any legal expenses of its board other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if HNC elects not to assume such defense or counsel for the Indemnified Party and advises the Indemnified Party that there are issues that raise conflicts of directorsinterest between HNC and the Indemnified Party, the Indemnified Party may retain counsel which is reasonably satisfactory to HNC, and HNC shall pay, promptly as statements therefore are received, the reasonable fees and expenses of such counsel for the Indemnified Party, which may not exceed one firm in any jurisdiction, (ii) the SchoolIndemnified Party will cooperate in the defense of any such matter, and (iii) School System from HNC shall not be liable for any loss, liability, damage, cost, or expense settlement effected without its prior written consent which shall not be unreasonably withheld and (including reasonable attorneys' feesiv) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor HNC shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants have no obligation hereunder in the Academy will be required to sign event that a federal or state banking agency or a court of competent jurisdiction shall determine that indemnification of an agreement limiting Indemnified Party in the liability of the PTA/PTO/HSA manner contemplated hereby is prohibited by applicable laws and the Administrator, in a form approved provided by the Administratorregulations.

Indemnification; Insurance. The Administrator Nexstar shall defendindemnify and hold Mission and its officers, indemnifydirectors, stockholders, agents, and save employees harmless (i) against any and all liability for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names, or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from or relating to the PTA/PTO/HSA advertising or other material furnished by Nexstar for broadcast on the Stations, along with any fine or forfeiture imposed by the FCC because of the content of material furnished by Nexstar or any conduct of Nexstar. Mission shall indemnify and each member of hold Nexstar and its board of officers, directors, (ii) the Schoolmembers, agents, and (iii) School System employees harmless from any loss, failure by Mission to broadcast advertising material furnished by Nexstar expect as permitted by Section 8 of this Agreement. Indemnification shall include all liability, damagecosts, costand expenses, or expense including counsel fees (including at trial and on appeal). The indemnification obligations under this Section shall survive any termination of this Agreement. The obligation of each party to indemnify is conditioned on the receipt of notice from the party making the claim for indemnification in time to allow the defending party to timely defend against the claim and upon the reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out cooperation of the Administrator’s gross negligenceclaiming party in defending against the claim. The party responsible for indemnification shall select counsel and control the defense, fraudsubject to the indemnified party's reasonable approval, willful misconductprovided, malfeasancehowever, material breach that no claim may be settled by an indemnifying party without the consent of any representationthe indemnified party, warrantyand provided further, covenantthat if an indemnifying party and a claimant agree on a settlement and the indemnified party rejects the settlement unreasonably, or agreement set forth the indemnifying party's liability will be limited to the amounts the claimant agreed to accept in settlement. Nexstar and Mission shall each carry (A) comprehensive general liability insurance with reputable companies covering their activities under this Agreement, breach in an amount not less than One Million Dollars ($1,000,000.00); (B) worker's compensation and/or disability insurance; and (C) libel/defamation/First Amendment liability insurance, with a deductible of fiduciary duty, or actions performed outside no more than $100,000. Each Party will name the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain other party as an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratoradditional insured on these policies.

Indemnification; Insurance. (a) The Administrator Company shall defendindemnify and hold harmless the Observer, indemnifythe Alternate Observer and the Investor Director (the “Indemnified Party”) from and against any and all losses, claims, causes of action, damages, liabilities and expenses, including attorney’s fees (collectively, “Losses”), to which the Indemnified Party may become subject, insofar as such Losses (or actions in respect thereof) arise out of, relate to, or are based upon such Indemnified Party’s services pursuant to the terms of this Agreement, or such Indemnified Party’s exercise of his or her rights under this Agreement. The Company will pay or reimburse the Indemnified Party for such Losses as they are incurred, including, without limitation, for amounts incurred in connection with investigating or defending any such Loss or action in respect thereof. (b) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party will, if a claim for indemnification in respect of such action is to be made under this Section 4, notify the Company in writing of the commencement thereof, but the delay or omission to so notify the Company will not relieve the Company from any liability under this Section 4 unless such omission or delay materially prejudices the Company. In case any such action is brought against an Indemnified Party, and save harmless such Indemnified Party notifies the Company of the commencement thereof, the Company will be entitled, to the extent it may wish, to participate in the defense thereof, with separate counsel, at its sole cost and expense. Such participation shall not relieve the Company of the obligation to pay or reimburse the Indemnified Party for reasonable legal and other expenses incurred by the Indemnified Party in defending himself or herself. The Company shall pay all reasonable legal fees and expenses of Indemnified Party in the defense of such claims or actions. (c) In addition to, and notwithstanding the foregoing, the Indemnified Party shall be entitled to all rights to indemnification and exculpation, to the same extent and in the same manner, as are made available to any other Director as of the date hereof, together with any and all incremental rights added thereto following the date hereof. Until a Termination Event, unless required by applicable law, the Company shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Indemnified Party (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto). (d) Promptly upon (and in any event within 14 days of) the designation of any Observer and any Alternate Observer or the election of the Investor Director, each of the Observer, the Alternate Observer the Investor Director, on the one hand, and the Company, on the other hand, shall enter into an indemnification agreement, which shall include customary confidentiality provisions, in form reasonably acceptable to each of the Investor Parties, on the one hand, and the Company, on the other hand (each, an “Indemnification Agreement”). (e) The Company hereby acknowledges that the Indemnified Parties may have certain rights to indemnification, advancement of expenses and/or insurance provided by other persons (collectively, “Other Indemnitors”). The Company hereby agrees, to the extent it is determined pursuant to the terms and conditions of this Agreement or an Indemnification Agreement that the Company has an obligation to indemnify or advance expenses to an Indemnified Party for a particular matter, (i) that it is the PTA/PTO/HSA indemnitor of first resort (i.e., its obligations to the Indemnified Party are primary and each member any obligation of its board of directorsany Other Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnified Party are secondary), (ii) that it shall be required to advance the Schoolfull amount of expenses incurred by the Indemnified Party and shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement, an Indemnification Agreement, and/or any directors and officers liability insurance of the Company or its subsidiaries, without regard to any rights the Indemnified Party may have against the Other Indemnitors and (iii) School System that it irrevocably waives, relinquishes and releases the Other Indemnitors from any lossand all claims against the Other Indemnitors for contribution, liabilitysubrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of the Indemnified Party with respect to any claim for which the Indemnified Party has sought indemnification from the Company shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnified Party against the Company. The Company and the Indemnified Party agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 4(e). (f) The Company shall cause to be maintained in effect a policy of liability insurance coverage in an amount determined by the Board to be reasonable and customary and, damagefor so long as the Investor Director serves as a Director, costmaintain such coverage with respect to such Investor Director. With respect to each Observer, the Company shall use commercially reasonable efforts to maintain in effect a policy of liability insurance coverage for the Observer against liability that may be asserted against or incurred by him or her in his or her capacity as Observer which is equivalent in scope and amount to that provided to the other Directors and no less protective of the Observer than such policies. Upon removal or resignation of any Observer or any Investor Director for any reason, the Company shall take all actions reasonably necessary to extend coverage under the policy of liability insurance for a period of not less than six (6) years from any such event in respect of any act or omission occurring at or prior to such event. Upon request, the Company shall provide any Observer and any Investor Director, or expense (including reasonable attorneys' fees) incurred by reason of any demandshis or her counsel, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents a copy of all student participants in the Academy will be required to sign an agreement limiting the directors’ liability of the PTA/PTO/HSA insurance applications, binders, policies, declarations, endorsements and the Administrator, in a form approved provided by the Administratorother related materials.

Indemnification; Insurance. The Administrator shall defendA. Licensee shall, at all times during the term of this Agreement and thereafter, indemnify, defend and save hold ISURF (including ISURF’s trustees, members, officers, directors, employees affiliates and independent contractors), Iowa State University (including Iowa State University’s trustees, members, officers, directors, employees, students, affiliates and independent contractors), and the inventors of the Licensed Patents (hereinafter referred to each as an “Indemnified Party” and all collectively referred to as the “Indemnified Parties”), harmless against any and all claims, proceedings, demands, liabilities, losses and expenses, including legal expenses and reasonable attorneys fees, arising out of or relating to: (i) the PTA/PTO/HSA and each member Licensee’s exercise of its board any right conveyed under or breach of directors, this Agreement; (ii) the SchoolProducts, and including death of or injury to any person or persons or out of any damage to any business interest or property; and/or the production, manufacture, sale, use, lease, import, export, consumption or advertisement of Products; (iii) School System from exhaustion of ISURF’s rights in patents, that were not included in the Licensed Patents, such exhaustion due to actions or inaction by or on behalf of Licensee; and (iv) any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason third party’s breach of any demands, claims, suits, actions, or proceeding arising out its agreement regarding the manufacture of the AdministratorProducts or act or omission of willful misconduct or negligence. Without ISURF’s gross negligenceprior written approval, fraudLicensee shall not admit the fault of or create any obligations on any Indemnified Party. Each Indemnified Party has the right to select and retain counsel of its own choosing to defend its interests. B. Licensee agrees to continuously maintain liability insurance coverage appropriate to assure its indemnification and other obligations under this Agreement and that such insurance coverage sufficiently covers the Indemnified Parties. Within ninety (90) days after the execution of this Agreement and thereafter annually between January 1 and January 31 of each year, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside Licensee will present evidence to ISURF that the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attachedcoverage is being maintained. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor Licensee shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense provide ISURF with at least thirty (including reasonable attorneys' fees30) incurred by reason days prior written notice of any demands, claims, suits, actions, change in or proceeding arising out cancellation of the Vendor’s negligenceinsurance coverage. C. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN NO EVENT SHALL THE INDEMNIFIED PARTIES OR THEIR AGENTS BE LIABLE FOR ANY REASON WHATSOEVER FOR ANY INDIRECT, fraudSPECIAL, willful misconductINCIDENTAL, malfeasanceEXEMPLARY, material breach of any representationCONSEQUENTIAL, warrantyPUNITIVE OR ANY OTHER DAMAGES, covenantINCLUDING TO LICENSEE, or agreement set forth in this AgreementANY CUSTOMERS OR DISTRIBUTORS OF LICENSEE OR TO ANY END USERS OF PRODUCTS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY RELATED AGREEMENT, breach of fiduciary dutyOR THE PERFORMANCE OR NON-PERFORMANCE HEREOF OR THEREOF, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. FinallyOR OUT OF THE USE, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the AdministratorPERFORMANCE OR NONPERFORMANCE OF ANY PRODUCT INCLUDING, in a form approved provided by the AdministratorBUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL,THE SUPPLY OF ANY INFORMATION TO LICENSEE PURSUANT TO THIS AGREEMENT OR ANY RELATED AGREEMENT OR OUT OF THE USE OF SUCH INFORMATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

Indemnification; Insurance. The Administrator (a) For a period of six (6) years from and after the Effective Time, Bancshares (the "Indemnifying Party") shall defendindemnify and hold harmless each present and former director, indemnifyofficer and employee of South Texas, CNB Delaware and save harmless CNB determined as of the Effective Time (ithe "Indemnified Parties") the PTA/PTO/HSA and each member of its board of directors, (ii) the School, and (iii) School System from against any loss, liability, damage, cost, costs or expense expenses (including reasonable attorneys' fees) incurred by reason of any demands), judgments, fines, losses, claims, suitsdamages or liabilities (collectively, actions"Costs") incurred in connection with any claim, action, suit, proceeding or proceeding investigation whether civil or criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Administrator’s gross negligenceEffective Time, fraudwhether asserted or claimed prior to, willful misconductat or after the Effective Time to the fullest extent to which such Indemnified Parties were entitled under the Articles of Incorporation, malfeasanceCertificate of Incorporation, material breach Articles of Association and Bylaws of South Texas, CNB Delaware and CNB. The indemnification provisions currently contained in the Articles of Incorporation, Certificate of Incorporation, Articles of Association and Bylaws of South Texas, CNB Delaware and CNB shall not be amended after the date of this Agreement. (b) Any Indemnified Party wishing to claim indemnification under this section, upon learning of any representationsuch claim, warrantyaction, covenantsuit, proceeding or agreement investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the Indemnifying Party of any liability it may have to such Indemnified Party if such failure does not materially prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Indemnifying Party shall have the right to assume the defense thereof and the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Party and the Indemnified Parties, the Indemnified Parties may retain counsel which is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of such counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest), (ii) the Indemnified Parties will cooperate in the defense of any such matter and (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent. (c) Bancshares shall maintain its existing policy of directors and officers liability insurance (or comparable coverage) for a period of not less than three (3) years after the Effective Time; which policy shall be amended, however, to include the directors and officers of South Texas, CNB Delaware and CNB currently covered under the policy held by South Texas, CNB Delaware and CNB, and which shall be a "claims made" policy providing coverage for (among other things) acts or omissions occurring prior to the Effective Time. (d) In the event that Bancshares or any of its respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, the successors and assigns of such entity shall assume the obligations set forth in this Agreement, breach of fiduciary duty, or actions performed outside which obligations are expressly intended to be for the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSAirrevocable benefit of, and Administrator. The form of this indemnity agreement will shall be substantially similar to the language below: The Vendor shall defendenforceable by, indemnify, each director and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratorofficer covered hereby.

Indemnification; Insurance. 9.1 The Administrator Licensee shall defend, indemnify, and save harmless (i) the PTA/PTO/HSA and each member of its board of directors, (ii) the School, and (iii) School System from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, indemnify and save harmless the AdministratorMunicipality, its elected officials, officers, employees and agents from and against any and all claims of any nature, actions, causes of action, losses, expenses, fines, costs (including legal costs), interest or damages of every nature and kind whatsoever, which may be incurred, sustained or paid by the School and the PTA/PTO/HSA, from any loss, liability, damage, costMunicipality as a consequence of, or expense (including arising out of, this Agreement. The Licensee hereby grants to the Municipality full power and authority to settle any such actions, suits, claims, and demands on such terms as the Municipality may deem advisable and hereby covenants and agrees with the Municipality to pay the Municipality, on demand, all moneys paid by the Municipality in pursuance of such settlement and also such sum as shall represent the reasonable attorneys' fees) incurred costs of the Municipality or its solicitor in defending or settling any such actions, suits, claims or demands and this Agreement shall not be alleged as a defense by the Licensee in any action by any person of actual damage suffered by reason of any demands, claims, suits, actions, or proceeding arising out the permission hereby granted by virtue of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also The Licensee agrees that all costs, charges and expenses paid by or incurred by the Municipality as aforesaid shall form and constitute a charge or lien on the Licensee’s Properties until discharged by payment thereof. This indemnity shall be required in addition to complete national background checks prior and not in lieu of any insurance to working be provided by the Licensee in accordance with students. Finallythis Agreement and shall survive this Agreement. 9.2 Following the erection of an insurable structure on the Licensee’s Property, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the AdministratorLicensee shall obtain insurance, in a form approved satisfactory to the Municipality, against all damages or claims for damage in an amount of not less than Two Million Dollars ($2,000,000.00) and provide proof of such insurance to the Municipality, when requested by the Municipality. The insurance policy shall name the Municipality as an additional insured and shall contain a cross-liability exclusion clause. 9.3 Prior to any Work, the Contractor shall supply a Clearance Certificate or Letter of Independent Contractor Status issued by the Workplace Safety Insurance Board (WSIB) directly to the Municipality. 9.4 The Contractor shall obtain and provide a copy of a Commercial General Liability Insurance, underwritten by an insurer licensed to conduct business in the Province of Ontario, for a limit of not less than $2 million per occurrence, and an aggregate limit of not less than $2 million, within any policy year with respect to completed operations and a deductible of not more than $100,000 to the Municipality of Kincardine prior to commencing any Work on the Municipal Road. The insurance coverage shall not be less than the insurance provided by IBC Form 2100 and IBC Form 2320. The policy shall include an extension for a standard provincial and territorial form of non-owned automobile liability policy. This policy shall include but not be limited to: (a) Name the Administrator.Owner as an additional insured; (b) Cross-liability and severability of interest; (c) Blanket Contractual; (d) Products and Completed Operations;

Indemnification; Insurance. The Administrator A. DEVELOPER shall defend, indemnify, defend and save hold harmless (i) the PTA/PTO/HSA and each member of CITY, its board of directorsofficers, (ii) the Schoolagents, volunteers, and (iii) School System employees, against and from any and all liability, loss, liability, damage, costclaims, fines, demands, causes of action, costs, expenses, and judgments of whatsoever nature, including but not limited to reasonable costs of investigation, reasonable attorneys’ fees and expenses, all reasonable expert witness fees and expenses, and all court or arbitration or other alternative dispute resolution costs which result from injury to or death of any person, and/or against and from damage to or loss or destruction of property when such injury, death, loss, destruction or damage is due to or arises in connection with or as a result of any work done by the DEVELOPER, its contractors, agents and subcontractors in connection with the construction of the Improvements, and/or arises out of or in connection with DEVELOPER’s, or expense (including reasonable attorneys' fees) incurred by reason its contractors and subcontractors performance or failure to perform the terms and conditions of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support DEVELOPER’s obligation to indemnify, defend and hold harmless includes all allegations, including but not limited to, those which may be frivolous, fraudulent, groundless, false or without merit. Nothing herein shall be deemed a waiver of any statutory liability limitations available to the CITY. This Section 9.A survives termination or completion of this indemnificationAgreement. B. D EVELOPER, or its general contractor, at its own cost and expense, shall obtain and maintain Comprehensive General Liability Insurance naming the CITY, its officers, employees, volunteers, agents and officials as additional insureds for the duration of the Agreement. General liability coverage must be provided either on a Commercial General Liability form or a Broad Form Comprehensive General Liability form. No exceptions to the standard coverage provided by such forms are permitted. Policies must include, but need not be limited to, coverage for bodily injury, personal injury, Broad Form completed operations, and contractual and independent contractors. DEVELOPER, or its general contractor, shall maintain at all time limits of no less than One Million and No/100 Dollars ($1,000,000) combined single limit per occurrence for bodily injury (including death), personal injury, and property damage. The insurance coverage supplied by the DEVELOPER must provide for 30-day calendar notice to the CITY before implementation of a proposal to suspend, void, cancel or reduce in coverage, or in limits, the Administrator will required insurance coverage. This notice requirement does not waive the insurance requirements contained herein. DEVELOPER, or its general contractor, shall provide the PTA/PTO/HSA CITY with evidence Certificates of insurance in substantially Insurance at the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form time of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to executing this Agreement. All vendors will also The certificates and endorsements for any and all insurance policies required by this Agreement are to be required signed by a person authorized by the insured and licensed by the State of Nevada. The insurance obligation does not in any way limit DEVELOPER’s liability obligations to complete national background checks prior to working with studentsthe CITY. FinallyDEVELOPER’s insurance, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administratoror its general contractor’s insurance, in a form approved as provided by this Section, shall be primary as to the AdministratorCITY, its officers, employees, volunteers, agents and officials. Said insurance policy shall include an endorsement stating that the insurer will waive any right of subrogation against the CITY, its officers, employees, agents, volunteers and officials.

Indemnification; Insurance. The Administrator (a) Subtenant shall defend, indemnifyindemnify and hold harmless Sublandlord and its agents, successors and save harmless assigns, from and against any and all injury, loss, costs, expenses, liabilities, claims or damage (including attorneys’ fees and disbursements) to any person or property (i) arising from, related to, or in connection with any use or occupancy of the PTA/PTO/HSA and each member of its board of directorsSubleased Premises by Subtenant, (ii) arising from, related to, or in connection with any act or omission (including, without limitation, construction and repair of the SchoolSubleased Premises in connection with Subtenant’s Work or subsequent work) of Subtenant, its agents, contractors, employees, customers and invitees, or (iii) School System which occurs in any part of the Property other than the Subleased Premises and is caused by the negligence or willful misconduct of Subtenant, which indemnity extends to any and all claims arising from any loss, liability, damage, cost, breach or expense (including reasonable attorneys' fees) incurred by reason default in the performance of any demands, claims, suits, actions, obligation on Subtenant’s part to be performed under the terms of this Sublease. This indemnification shall survive the expiration or proceeding arising out termination of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor Sublease Term. (b) Sublandlord shall defend, indemnifyindemnify and hold Subtenant harmless from and against all claims, causes of action, liabilities, losses, costs and save harmless expenses arising from or in connection with any injury or other damage or damages to any person or property resulting from the Administratornegligence or willful misconduct of Sublandlord, its agents, contractors, employees, customers and invitees. This indemnification shall survive the School expiration or termination of the Sublease Term. (c) In no event shall Sublandlord be liable for any consequential damages hereunder nor shall Subtenant be liable for any consequential damages hereunder, except as may result from Subtenant’s failure to timely surrender the Subleased Premises at the expiration or earlier termination of the Term. (d) Subtenant shall carry insurance for all personal property and trade fixtures on the PTA/PTO/HSASubleased Premises and for all Alterations, from any lossincluding but not limited to Subtenant’s Work, liabilityperformed by Subtenant or on its account. Subtenant shall also carry all insurance as required in the ▇▇▇▇▇▇▇▇▇, damagenaming Sublandlord and Landlord as additional insureds on all policies required thereunder. (e) The parties agree that all property insurance carried by either party with respect to the Subleased Premises, costwhether or not required by this Sublease, shall include a waiver of the subrogation of rights of recovery to the extent such rights have been waived by the insured party prior to the occurrence of loss or expense (including reasonable attorneys' fees) incurred by reason injury. Each party shall be entitled to have duplicates or certificates of any demandspolicies containing such provisions. Each party hereby waives any rights of recovery against the other for loss or injury against which the waiving party is protected by insurance containing provisions denying to the insurer acquisition by subrogation of rights of recovery, claimsreserving, suitshowever, actions, any rights with respect to any excess of loss or proceeding arising out of injury over the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided amount recovered by the Administratorsuch insurance.

Indemnification; Insurance. The Administrator (a) Following the Effective Time, CFFI and its Subsidiaries, as the case may be, shall defend, indemnify, defend and save hold harmless (i) the PTA/PTO/HSA and each member any person who has rights to indemnification from PBVA or any of its board of directorsSubsidiaries (an “Indemnified Party”) (in all capacities), (ii) to the Schoolsame extent and on the same conditions as such person was entitled to indemnification pursuant to applicable law, and (iii) School System from PBVA’s Organizational Documents or any loss, liability, damage, costPBVA Subsidiary’s Organizational Documents, or expense any indemnification agreement with PBVA or a PBVA Subsidiary to which the Indemnified Party is a party as disclosed in Section 5.13(a) of PBVA’s Disclosure Letter, as the case may be, as in effect on the date of this Agreement (including reasonable attorneys' fees) incurred by reason of advancing expenses when requested). Without limiting the foregoing, in any demands, claims, suits, actions, case or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also which corporate approval may be required to complete national background checks effectuate any indemnification, CFFI or its applicable Subsidiary shall direct, if any Indemnified Party elects, that the determination of permissibility of indemnification shall be made by independent counsel mutually agreed upon between CFFI or such Subsidiary and such Indemnified Party. (b) CFFI shall, at or prior to working the Effective Time, purchase a six (6) year “tail” prepaid policy on the same terms and conditions as the existing directors’ and officers’ liability (and fiduciary) insurance maintained by PBVA from insurance carriers with students. Finallycomparable credit ratings, covering, without limitation, the parents Merger; provided, however, that the cost of all student participants such “tail” policy shall in no event exceed two hundred percent (200%) of the Academy will amount of the last annual premium paid by PBVA for such existing directors’ and officers’ liability (and fiduciary) insurance. If, but for the proviso to the immediately preceding sentence, CFFI would be required to sign an agreement limiting the liability expend more than two hundred percent (200%) of the PTA/PTO/HSA amount of the last annual premium paid by PBVA, CFFI will obtain the maximum amount of that insurance obtainable by payment of two hundred percent (200%) of the amount of the last annual premium paid by PBVA. (c) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to PBVA or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 5.13 is not prior to or in substitution for any such claims under such policies. (d) This covenant is intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her respective heirs and legal representatives. The rights to indemnification and advancement and the Administratorother rights provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, in a form approved provided by the Administratorwhether pursuant to law, contract or otherwise.

Indemnification; Insurance. The Administrator Subtenant shall defend, indemnify, defend and save hold harmless Sublandlord and Master Landlord and their respective partners, agents, employees, mortgagees or contractors from and against any and all claims, actions, liabilities, losses, damages, costs and expenses (including, but not limited to, court costs and reasonable attorneys' fees and disbursements) arising from or in connection with (i) the PTA/PTO/HSA and each member use of its board of directorsthe Subleased Premises during the Term, (ii) the Schoolconduct or management of any work or thing whatsoever done in or about the Subleased Premises during the Term and from any condition or any injury to or death of persons or damage to property occurring or resulting from an occurrence during the Term in or about the Subleased Premises, unless caused by the Sublandlord; and (iiiii) School System any breach or default on the part of the Subtenant in the performance of any covenant or agreement on the part of the Subtenant to be performed pursuant to the terms of this Sublease which causes a breach of the Master Lease or from any lossnegligent act or omission on the part of the Subtenant or any of its “Related Parties,” as hereinafter defined, liabilityrelated to or arising from the use and occupancy of the Subleased Premises or the Cafeteria, damagefitness center and other Common Areas under this Sublease and Master Lease. The Subtenant further agrees to indemnify the Sublandlord from and against all reasonable costs, cost, or expense expenses (including reasonable attorneys' ’ fees) and other liabilities incurred in connection with any such indemnified claim or action or proceeding brought thereon, any and all of which, if reasonably suffered, paid or incurred by reason of the Sublandlord, the Subtenant shall pay promptly upon demand to the Sublandlord as additional rent. Sublandlord shall indemnify, defend and hold harmless Subtenant and Master Landlord and their respective partners, agents, employees, officers, directors, mortgagees or contractors from and against any demands, and all claims, suits, actions, or proceeding arising out of the Administrator’s gross negligenceliabilities, fraudlosses, willful misconductdamages, malfeasancecosts and expenses (including, material breach of any representationbut not limited to, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, court costs and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' feesfees and disbursements) incurred by reason arising from or in connection with the gross negligence or willful misconduct of any demandsSublandlord or its partners, claimsemployees, suits, actionsagents or contractors, or proceeding arising out any breach or default by Sublandlord of Sublandlord's obligations under this Sublease. The terms of this Section shall survive the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach termination or expiration of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this AgreementSublease. All vendors will also Subtenant shall be required to complete national background checks prior maintain at its own expense, during the term of this Sublease, Comprehensive General Liability Insurance, including contractual liability coverage, with minimum limits of not less than $5,000,000 per occurrence, and applicable Worker’s Compensation insurance with statutory minimum limits, and Employer’s Liability Insurance with minimum limits of not less than $5,000,000. Such insurance policies shall be issued by insurance companies licensed to working with students. Finallydo business in Connecticut, shall name Sublandlord and Master Landlord as additional insureds as their interests may appear and shall provide that the parents of all student participants insurance shall not be canceled or materially changed in the Academy will be required scope or amount of coverage unless fifteen (15) days advance written notice is given to sign an agreement limiting Sublandlord. Prior to the liability Commencement Date, Subtenant shall provide Sublandlord with a certificate of the PTA/PTO/HSA insurance, evidencing such coverages and the Administrator, in a form approved provided by the Administratornaming Sublandlord and Master Landlord as additional insureds.

Indemnification; Insurance. The Administrator Licensees agree to indemnify Licensor and its affiliates (including Nicklaus) for and hold them harmless from and against any and all obligations, losses, costs, expenses, damages, liabilities or claims, including attorneys' fees, arising out of claims asserted by third parties which are related in any way to Licensees' business of operating the Golf Facilities, provided however, that the foregoing indemnification shall defend, indemnify, and save harmless not apply to (i) the PTA/PTO/HSA any obligations or liabilities of Licensor or its affiliates, and each member any obligations of Old GBGC assumed by Licensor or chargeable to it under its board of directorsStock Purchase Agreement with Family Golf, or (ii) any liability incurred by a party seeking indemnification as a result of such party's own negligence or willful misconduct. In the Schoolevent that an indemnified party is joined as a party defendant in any legal action instituted against a Licensee by a third party as a result of such Licensee's activities, Licensees shall undertake to defend and shall continue to defend against any such asserted liability and shall pay all reasonable costs of defense related thereto, including, but not limited to, the cost and expense of independent counsel, if any, retained by such indemnified party in the event of a conflict which prevents joint defense of the claim, and (iii) School System from Licensees shall indemnify and hold the indemnified parties harmless in the event of a settlement or adverse judgment against any loss, liability, damage, costof them. Licensor agrees to notify Licensees promptly after receiving notice of any threat of proceedings that would require the Licensees to indemnify Licensor or any affiliated party hereunder, or expense (including reasonable attorneys' fees) incurred by reason of the commencement of any demandsproceedings which would require such indemnification, but the failure to notify the Licensees promptly shall not relieve the Licensees of any obligations to indemnify Licensor or its affiliates except to the extent that the failure to give prompt notice has jeopardized the Licensees' ability to defend the pending claims. During the term of this Agreement, suitsLicensees shall maintain in force at all times general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence per Golf Facility, actions, or proceeding which insurance shall cover liabilities arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach business activities of any representation, warranty, covenant, or agreement set forth in this Agreement, breach Licensees at such Golf Facilities and shall insure Licensees' obligations to defend and indemnify Licensor and its affiliates as provided herein. Licensor shall have the right to receive a copy of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence each policy of insurance in substantially issued hereunder and shall be listed as a party to receive notice from the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants insurer in the Academy will be required to sign an agreement limiting the liability event of the PTA/PTO/HSA and the Administrator, a cancellation or material change in a form approved provided by the Administratorany such policy.

Indemnification; Insurance. The Administrator 15.1 Each party shall indemnify, defend, indemnifyand hold harmless the other party and its parent, subsidiaries and save harmless affiliates (i) the PTA/PTO/HSA including their employees, officers and each member of its board of directors), (ii) the School, and (iii) School System from any loss, liability, damageclaims, costjudgments, costs or expense expenses (including including, without limitation, reasonable attorneys' fees) incurred arising from any claim or allegation that may be made by reason a third party for bodily injury, including death, to persons or damage to property which is caused by the negligence or willful misconduct of the indemnifying party. As an express condition to each party's obligations under this Section 15.1, the indemnifying party will have sole control of the settlement or defense of claims and allegations, but the party entitled to indemnification may participate in the defense or settlement at its own expense and the indemnifying party shall not make any settlement, admission or statement (i) of any demands, claims, suits, actionswrongdoing or liability on the part of the indemnified party, or proceeding arising out (ii) that would require any performance obligation on the indemnified party, or (iii) inhibit the indemnified party from conducting business, without the prior written consent of such indemnified party. Further, the indemnifying party shall be relieved of its obligations under this Section with respect to a claim to the extent that the indemnifying party it is prejudiced by indemnifying party's failure to promptly notify the indemnifying party of the Administrator’s gross negligenceevent giving rise to such claim. 15.2 PARAGON shall maintain during its performance under this Agreement Comprehensive General Liability Insurance, fraudincluding contractual, willful misconductproducts liability and broad form vendors' endorsement with limits of $1,000,000 in primary plus $4,000,000 in excess combined single limit per occurrence coverage for bodily injury and property damage. PARAGON shall also maintain (a) employer's liability insurance with a minimum liability limit of $500,000 plus $500,000 in excess coverage and, malfeasance(b) workers' compensation, material breach with the statutory requirement for coverage. 15.3 Such insurance shall be primary and non-contributory with respect to any insurance which SI/BAKER may have and SI/BAKER shall be named as an additional insured o▇ ▇▇▇h policies for wh▇▇▇ ▇dditional insured coverage is available. Prior to the commencement of the Term, PARAGON shall furnish to SI/BAKER a certificate of insurance evidencing that such insurance is in ▇▇▇▇ct. The certificate shall also state that SI/BAKER shall be notified by PARAGON's insurance carrier(s) within thir▇▇ (▇0) days of any representation, warranty, covenant, cancellation or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar material change to the language below: The Vendor foregoing insurance. PARAGON shall defend, indemnify, and save harmless in such event furnish a new certificate in the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, event of cancellation or expense (including reasonable attorneys' fees) incurred by reason expiration of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth insurance evidencing that replacement coverage is in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratoreffect.

Indemnification; Insurance. The Administrator Section 12.01 Licensor shall defend, indemnify, defend and save hold harmless (i) the PTA/PTO/HSA Licensee and each member of its board of Affiliates, and their respective officers, directors, members, managers, employees, agents, representatives, successors and assigns (iieach, an “Indemnitee”) the Schoolagainst all damages, and (iii) School System from any losscosts, liabilityexpenses, damage, cost, or expense interest (including reasonable attorneys' fees) incurred by reason of any demandsprejudgment interest), losses, claims, suitsdemands, actionsliabilities, or proceeding deficiencies and/or obligations, including, without limitation, reasonable fees and disbursements of counsel (herein referred to, collectively, as “Damages”) arising out of the Administratoror resulting from any third party claim, suit, action or proceeding related to, arising out of or resulting from Licensor’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, agreement or agreement set forth obligation under this License Agreement (each an “Action”). Section 12.02 Licensor shall indemnify, defend and hold harmless each of the Indemnitees against all Damages arising out of, resulting from or relating to any Action involving a claim that any manufacture, use, sale, offer for sale, distribution or importation of the Licensed IP or any Licensed Product in the Territory, or the exercise of any rights or privileges by Licensee granted to it under this License Agreement, infringes any patent or other intellectual property right of any third party; provided that, Licensor shall have no liability to Indemnitee with respect to any claim of infringement that is based solely upon (a) the combination of a Licensed Product with any other product or equipment not covered by the Licensed IP that is not reasonably anticipated by Licensor unless such combination is necessary to practice the Licensed IP and in such case, Licensor shall remain liable to the Indemnitee for such infringement; (b) the customization of a Licensed Product by Indemnitee or any other third party for another Person that is not reasonably anticipated by Licensor unless such customization is necessary to practice the Licensed IP and in such case, Licensor shall remain liable to the Indemnitee for such infringement; and (c) the modification of a Licensed Product by Indemnitee that is not authorized by Licensor and that is not reasonably anticipated by Licensor unless such modification is necessary to practice the Licensed IP and in such case, Licensor shall remain liable to the Indemnitee for such infringement. Section 12.03 The Indemnitee shall within 30 days of such Indemnitee’s notice of such Action notify the indemnifying party in writing of any Action and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to Indemnitee to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any Action in a manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee’s failure to perform any obligations under this Section 12.03 shall not relieve the indemnifying party of its obligation under this Section 12.03 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of the failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Section 12.04 Licensee shall, at all times during the Term and for five (5) years thereafter, obtain and maintain at its own expense the following types of insurance, with limits of liability not less than those specified below: (a) Commercial general liability insurance against claims for bodily injury and property damage which shall include contractual coverage and product liability coverage, with limits of not less than $10,000,000 per occurrence and $20,000,000 in the aggregate; and (b) Workers compensation and employers’ liability with limits to comply with the statutory requirements of the state(s) in which the License Agreement is to be performed. The policy shall include employers’ liability for not less than $5,000,000 per accident. Licensee shall deliver certificates of insurance evidencing coverage to Licensor promptly upon request after the execution of this License Agreement and upon reasonably request thereafter. All policies provided for herein shall expressly provide that such policies shall not be cancelled, terminated or altered without at least thirty (30) days prior written notice to the Licensee, and Licensee shall promptly notify the Licensor in the event that a policy provided for herein is cancelled, terminated or altered. Except for Damages resulting from the Licensor’s gross negligence or willful misconduct, or arising from a breach of fiduciary dutythe Licensor’s confidentiality obligations hereunder, the Licensor’s maximum liability for Damages arising out of or resulting from any Action hereunder shall be $10,000,000 per occurrence and $20,000,000 in the aggregate. Except for Damages resulting from the Licensor’s gross negligence or willful misconduct, or actions performed outside the scope arising from a breach of the authority of Licensor’s confidentiality obligations hereunder, in no event shall Licensor be liable for any consequential, incidental, indirect, special, punitive or exemplary damages (including, without limitation, lost profits, business or goodwill) suffered or incurred by the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attachedIndemnitee. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will no case shall Licensor be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from liable for any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding damages arising out of the VendorIndemnitee’s negligence, fraud, gross negligence or willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administrator.

Indemnification; Insurance. The Administrator (a) For a period of four (4) years from and after the Effective Time, Trustmark (the “Indemnifying Party”) shall defendindemnify and hold harmless each present and former director, indemnifyofficer and employee of Republic determined as of the Effective Time (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation whether civil or criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time to the fullest extent to which such Indemnified Parties were entitled under Republic’s Articles of Association, Bylaws and save harmless applicable laws. (b) Any Indemnified Party wishing to claim indemnification under this section, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the Indemnifying Party of any liability it may have to such Indemnified Party if such failure does not materially prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the PTA/PTO/HSA Indemnifying Party shall have the right to assume the defense thereof and each member the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of its board other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Party and the Indemnified Parties, the Indemnified Parties may retain counsel which is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of directorssuch counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest), (ii) the SchoolIndemnified Parties will cooperate in the defense of any such matter, and (iii) School System from the Indemnifying Party shall not be liable for any losssettlement effected without its prior written consent. (c) Trustmark shall use its commercially reasonable efforts to maintain its existing policy of directors and officers liability insurance (or comparable coverage) for a period of not less than four (4) years after the Effective Time; which policy shall be amended, liabilityhowever, damage, cost, or expense (including reasonable attorneys' fees) incurred to include the directors and officers of Republic currently covered under the policy held by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSARepublic, and Administrator. The form of this indemnity agreement will which shall be substantially similar a “claims made” policy providing coverage for (among other things) acts or omissions occurring prior to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorEffective Time.

Indemnification; Insurance. The Administrator (A) For six (6) years after the Effective Date (except as described below), Tower shall defend, indemnify, defend and save hold harmless the present and former directors and officers of FNB and Bank (ieach, an "Indemnified Party") the PTA/PTO/HSA and each member of its board of directors, (ii) the School, and (iii) School System from any loss, liability, damage, cost, against all costs or expense expenses (including reasonable attorneys' fees) incurred by reason of any demands), judgments, fines, losses, claims, suitsdamages or liabilities (collectively, actions"Costs") incurred in connection with any claim, action, suit, proceeding or proceeding investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions occurring at or prior to the Administrator’s gross negligenceEffective Date (and also advance expenses incurred) to the extent permitted by Tower's articles of incorporation, and bylaws, and applicable law, excepting liability for fraud, willful misconductdeception, malfeasanceintentional misrepresentation, material breach of any representation, warranty, covenantintentional action, or agreement set forth self dealing; provided, however, that Tower shall not have an obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction or Regulatory Authority shall ultimately determine, and such determination shall become final and non-appealable, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law or the Regulatory Authority. (B) For a period of three (3) years following the Effective Date, Tower shall pay the premiums for a director and officer liability insurance tail policy for the directors and officers of FNB and Bank as of the Effective Date and for all former directors and officers of FNB and Bank, if insurable by an insurance carrier within the financial limitations of this Section 5.07(c)(iv), with conditions and terms substantially comparable to the director and officer liability policy of FNB as of the date of this Agreement, breach so long as the policy can be obtained at a cost not in excess of fiduciary duty, or actions performed outside the scope 150% of the authority rate for such director and officer liability insurance tail policy, in effect as of the Administrator pursuant to date of this Agreement. To support this indemnificationIn the event Tower is unable to obtain a director and officer liability insurance tail policy at a cost not in excess of 150% of such rate, Tower shall obtain a director and officer liability insurance tail policy with the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar maximum coverage reasonably available for a cost that is equal to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out 150% of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratorrate.

Indemnification; Insurance. The Administrator shall (a) Soupman agrees and undertakes to defend, indemnify, indemnify and save harmless each of MoM and ▇▇▇▇▇▇▇▇▇ ▇’▇▇▇▇ and their respective employees, directors, officers, shareholders, Affiliates, licensees, assigns and agents from and against any and all claims, demands, actions and /or proceedings (ithreatened and/or instituted) or liability of any kind arising from or in connection with any Soupman products or services; the PTA/PTO/HSA manufacture, labeling, sale, promotion or distribution or other exploitation of any Soupman products or services; the Promotional Materials; Soupman’s business and each member operations; Soupman’s actions or omissions, Soupman’s breach of this Agreement; any services provided or performed by MoM or ▇▇▇▇▇▇▇▇▇ ▇’▇▇▇▇ hereunder; any actual or threatened breach by Soupman of any of its board of directorsrepresentations, (ii) the School, and (iii) School System from warranties or agreements hereunder; or any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason other claims of any demands, kind by a third party resulting from Soupman’s exercise of the rights granted and use of services provided hereunder. (b) MoM agrees to indemnify and hold harmless Soupman for any claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSA, and Administrator. The form of this indemnity agreement will be substantially similar to the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suitsdamages, actions, or proceeding other costs arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material any breach of any representation, warranty, covenant, or agreement MoM’s warranties set forth in this AgreementSection 3.8 above. (c) Soupman shall procure and maintain at its own expense in full force and effect at all times during which Endorsed Products, breach are being sold, with a responsible insurance carrier acceptable to MoM, a public liability insurance policy including products liability and advertising injury coverage with respect to the Endorsed Products, with a limit of fiduciary duty, or actions performed outside liability not less than US$3,000,000. It shall be acceptable if such coverage is provided by a product liability policy and an additional umbrella policy. Such insurance policies shall be written for the scope benefit of Soupman and MoM and ▇▇▇▇▇▇▇▇▇ ▇’▇▇▇▇ and shall provide for at least thirty (30) days prior written notice to said parties of the authority cancellation or substantial modification thereof. Each of MoM and ▇▇▇▇▇▇▇▇▇ ▇’▇▇▇▇ shall be a named insured on each such policy. Such insurance may be obtained by Soupman in conjunction with a policy which covers products other than Products. Soupman shall, from time to time upon reasonable request by MoM, promptly furnish or cause to be furnished to MoM evidence in form and substance satisfactory to MoM of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability maintenance of the PTA/PTO/HSA and the Administrator, in a form approved provided insurance required by the Administratorabove, including, but not limited to, copies of policies, certificates of insurance (with applicable riders and endorsements) and proof of premium payments. Nothing contained in this paragraph shall be deemed to limit in any way the indemnification obligations of Soupman hereunder.

Indemnification; Insurance. The Administrator 8.1 Subtenant shall defendindemnify, defend (by counsel acceptable to Sublandlord) and hold Sublandlord harmless against any and all claims, losses, damages, liabilities and expenses arising from Subtenant's use or occupancy of the Subleased Premises and/or other portions of the Building, including without limitation, the parking areas, or arising from any acts, omissions, neglect or fault of Subtenant or Subtenant's agents, employees, or invitees, or arising from Subtenant's failure to comply with the terms, covenants and/or conditions of this sublease, the Lease and/or any laws, statutes, ordinances, codes or regulations of any regulatory, governmental or quais-government local, state or federal authority. Sublandlords shall not be liable to Subtenant for any damages, losses or injures to the persons or property of Subtenant, except when arising from the gross negligence of Sublandlord, its agents or employees. All personal property placed or moved into the Subleased Premises or Building shall be at the risk of Subtenant or the owner thereof, and Sublandlord shall not be liable to Subtenant for any damage to said personal property. In the event Sublandlord shall be made a party to any litigation commenced against Subtenant. Subtenant shall save, indemnify, defend (by counsel acceptable to Sublandlord) and save hold Sublandlord harmless (i) the PTA/PTO/HSA in connection with such litigation and each member of its board of directorsany appeal thereof. 8.2 Subtenant shall carry commercial general liability insurance, (ii) the Schoolincluding blanket contractual liability and automotive liability, and "All Risk" property insurance insuring the Subleased Premises against damage or destruction due to risk including fire, vandalism, malicious mischief, flood, earthquake, insuring Subtenant, Sublandlord and Landlord against any claims in reasonable amounts and upon terms and conditions as approved by Sublandlord but in no event with amounts lower than the greater of those required in the Lease, and Subtenant worker's compensation insurance with at least statutory minimum required limits, and in no event without an endorsement on all such policies that insurer shall provide at least thirty (iii30) School System from any lossdays prior written notice to Sublandlord of change in terms of insurance or cancellation thereof, liabilitywhich shall be written by good and solvent insurance companies of recognize responsibility, damagelicensed to do business in the state where the Sublease Premises is located and acceptable to Sublandlord. Subtenant shall include Sublandlord and Landlord as "additional insureds" on all liability policies required to be maintained by Subtenant, costshall provide for a waiver of suborgation against Sublandlord and Landlord on all casualty policies required to be maintained by Subtenant, shall provide Sublandlord with duplicate originals of all policies and endorsements or expense (including reasonable attorneys' fees) incurred a certificate thereof, and shall provide Sublandlord notices and other documents provided to Landlord in satisfaction of the requirements of the Lease at such times as the same are provided to the Landlord. Subtenant's liability shall not be limited by reason the amount of insurance coverage to be maintained by Subtenant hereunder. Subtenant shall look solely to Sublandlord's leasehold interest in the Subleased Premises for the satisfaction of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into monetary remedies obtained by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSASubtenant against Sublandlord, and Administrator. The form no other property or assets of this indemnity agreement will Sublandlord or its partners, principals, subsidiaries or parent companies, disclosed or undisclosed, shall be substantially similar subject to levy, execution or other enforcement procedure for the language below: The Vendor shall defend, indemnify, and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason satisfaction of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorSubtenant's remedies.

Indemnification; Insurance. The Administrator a. To the fullest extent permitted by law, Licensee, recognizing it exercises its privileges under this Agreement at its own risk, shall release, and shall protect, defend, indemnify, and save hold harmless the City and its agents, representatives, employees, and officers from and against any and all claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City, occasioned by, growing or arising out of or resulting from or in any way related to: (i) the PTA/PTO/HSA and each member occupation or use of its board of directors, the Licensed Property by Licensee; (ii) the Schoolnegligent, reckless, or intentional misconduct of the Licensee, its officers, employees, or agents on or related to the Licensed Property; and (iii) School System any negligent, reckless, or intentional misconduct of any of the Licensee’s guests, invitees, contractors, or subcontractors on or related to the Licensed Property. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to an indemnitee described in this Section. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). Licensee’s indemnity under this Section shall be without regard to and without any right to contribution from any lossinsurance maintained by City. Should any indemnitee described herein be required to bring an action against the Licensee to assert its right to defense or indemnification under this Agreement or under the Licensee’s applicable insurance policies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Licensee was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s) thereof. In the event of an action filed against the City, liabilitythe City may elect to represent itself and incur all costs and expenses of suit. The obligations of this Section 5(a) shall survive termination of this Agreement. b. In addition to and independent from the above, damage, cost, or during the term of this Agreement Licensee shall at Licensee’s expense (including reasonable attorneys' fees) incurred maintain those insurances as may be required by reason of any demands, claims, suits, actions, or proceeding arising out of the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement City as set forth below through an insurance company or companies duly licensed and authorized to conduct business in Montana which insures the liabilities and obligations specifically assumed by the Licensee in Section 5(a). The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Licensee in Section 5(a). Within ten (10) days following execution of this Agreement, breach Licensee shall provide City with proof of fiduciary dutysuch insurance in the form of a certificate of insurance, or actions performed outside the insuring agreement and all applicable endorsements demonstrating that such insurance is in full force and effect and shall provide such proof when requested by the City thereafter during the term of this Agreement. The City may require additional evidence of the nature and scope of the authority insurance required herein. Licensee shall ensure such required insurance coverage is timely renewed so that there is no lapse in coverage during the time such insurance must remain in place. Licensee shall notify the City within two (2) business days of Licensee’s receipt of notice that any required insurance coverage will be terminated or Licensee’s decision to terminate any required insurance coverage for any reason. The insurance and required endorsements must be in a form suitable to the Administrator pursuant to this Agreement. To support this indemnification, City. c. Licensee shall obtain the Administrator will provide the PTA/PTO/HSA with evidence following type of insurance in substantially the form attached. In addition, all vendor agreements entered into amount indicated:  Workers’ Compensation: not less than statutory limits; and  Employers’ Liability: $1,000,000 each occurrence; $2,000,000 annual aggregate;  Commercial General Liability: $1,000,000 per occurrence; $2,000,000 annual aggregate;  Automobile Liability: $1,000,000 property damage/bodily injury; $2,000,000 annual aggregate;  Additional coverage as may be reasonably required by the Administrator will contain an indemnity agreement covering the SchoolCity from time to time. For liabilities assumed hereunder, the PTA/PTO/HSACity, its officers, agents, and Administrator. The form of this indemnity agreement will employees, shall be substantially similar to endorsed as an additional or named insured on a primary non-contributory basis on the language below: The Vendor shall defend, indemnify, Commercial General Liability and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the AdministratorAutomobile Liability policies.

Indemnification; Insurance. The Administrator (a) From and after the Effective Time, BOKF (the "Indemnifying Party") shall defendindemnify and hold harmless each present and former director, indemnifyofficer and employee of Chaparral and CCNB determined as of the Effective Time (the "Indemnified Parties") against any costs or expenses (including reasonably attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil or criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time to the fullest extent to which such Indemnified Parties were entitled under the Articles of Incorporation, Certificate of Incorporation, Articles of Association and save harmless Bylaws of Chaparral, Delaware and CCNB. (b) Any Indemnified Party wishing to claim indemnification under this section, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the indemnifying Party of any liability it may have to such Indemnified Party if such failure does not materially prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the PTA/PTO/HSA Indemnifying Party shall have the right to assume the defense thereof and each member the Indemnifying Party shall not be liable to such Indemnified Parties for any legal expenses of its board other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Party and the Indemnified Parties, the Indemnified Parties may retain counsel which is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of directorssuch counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest), (ii) the School, Indemnified Parties will cooperate in the defense of any such matter and (iii) School System from the Indemnifying Party shall not be liable for any losssettlement effected without its prior written consent. (c) BOKF shall maintain its existing policy of directors and officers liability insurance (or comparable coverage) for a period of not less than three years after the Effective Time; which policy shall be amended, liabilityhowever, damageto include the directors and officers of Chaparral, costDelaware and CCNB, and which shall be a "claims made" policy providing coverage for (among other things) acts or expense omissions occurring prior to the Effective Time. (including reasonable attorneys' feesd) incurred by reason In the event that BOKF or any of its respective successors or assigns (i) consolidates with or merges into any demandsother person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, claimsthen, suitsand in each such case, actions, or proceeding arising out the successors and assigns of such entity shall assume the Administrator’s gross negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement obligations set forth in this Agreement, breach of fiduciary duty, or actions performed outside which obligations are expressly intended to be for the scope of the authority of the Administrator pursuant to this Agreement. To support this indemnification, the Administrator will provide the PTA/PTO/HSA with evidence of insurance in substantially the form attached. In addition, all vendor agreements entered into by the Administrator will contain an indemnity agreement covering the School, the PTA/PTO/HSAirrevocable benefit of, and Administrator. The form of this indemnity agreement will shall be substantially similar to the language below: The Vendor shall defendenforceable by, indemnify, each director and save harmless the Administrator, the School and the PTA/PTO/HSA, from any loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incurred by reason of any demands, claims, suits, actions, or proceeding arising out of the Vendor’s negligence, fraud, willful misconduct, malfeasance, material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, breach of fiduciary duty, or actions performed outside the scope of the authority of the Vendor pursuant to this Agreement. All vendors will also be required to complete national background checks prior to working with students. Finally, the parents of all student participants in the Academy will be required to sign an agreement limiting the liability of the PTA/PTO/HSA and the Administrator, in a form approved provided by the Administratorofficer covered hereby.