Common use of Indemnification of Manager Clause in Contracts

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”) and hold each of them harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, Owner agrees to indemnify the Managerindemnify, any controlling person of the Managerdefend, protect, save and each of their respective directorshold harmless Manager and its stockholders, officers, directors, employees, agentsmanagers, Affiliates successors and representatives assigns (eachcollectively, an the “Indemnified PartyParties”) and hold each of them harmless against from any and all losses, (including lost profits) claims, damagescauses of action, expenses or liabilitiesdemands, joint or several suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney’s fees and expenses, of every kind and nature whatsoever (collectively, “LiabilitiesLosses”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with or in any way related to (i) any Contract, (ii) each Property, including any past, current or future allegations regarding treatment, depositing, storage, disposal or placement by any party other than Manager of hazardous substances on the investigation ofProperty, preparation forand from liability for damage to each Property and injuries to or death of any person whomsoever, defense ofand damage to Property and (iii) the misconduct, negligence or unlawful acts (such unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner, or providing evidence in the failure of Owner to correct any actionpresent or future violation or alleged violation of any and all present or future laws, claimordinances, suit, proceeding or investigation, directly or indirectly, arising out ofstatutes, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages regulations of any nature. In the event that an Indemnified Party is requested public authority or required official thereof, having or claiming to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendanthave jurisdiction thereover, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which it has actual notice; provided, however, that the indemnification could be sought hereunder (whether or and exculpation shall not the Manager or extend to any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities Losses arising out of such claim actionthe misconduct, suitnegligence or unlawful acts (the unlawfulness having been adjudicated by a court of proper jurisdiction) of Manager, proceeding its agents, servants, or investigation and (b) the parties agree employees; provided, further, that the terms indemnification and exculpation shall be limited to the extent that Manager recovers insurance proceeds with respect to that matter. Manager shall not be liable for any error of such settlement shall remain confidentialjudgment or for any mistake of fact or law, or for any thing that it may do or refrain from doing, except in cases of misconduct, negligence or unlawful acts (the unlawfulness having been adjudicated by a court of proper jurisdiction).

Indemnification of Manager. (a) The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of Manager and the Manager’s managers, and each of their respective directorsmembers, officers, employeesdirectors, agentspartners, agents and Affiliates and representatives (each, an “Indemnified PartyIndemnitee”) to the fullest extent permitted by law and to defend, save and hold each of them harmless against any from and in respect of all fees, costs, losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company damages and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expensesfees) as they are incurred in connection with the investigation ofor resulting from any claim, preparation fordemands, defense ofobligations, or providing evidence in any damages, actions, causes of action, claimsuits, suitlosses, proceeding or investigationjudgments, directly or indirectlyfines, arising out ofpenalties, or relating toliabilities, this Agreement or the Manager’s services hereunder, whether or not pending or threatened costs and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability expenses (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable attorneys’ fees, disbursements and court costs, and all other professional, expert or consultants’ fees and disbursements costs incurred as a result of its legal counsel. The Company such claims or in enforcing this indemnity provision) of every kind and the Managed Subsidiaries agree thatnature whatsoever (individually, without the Manager’s prior written consenta “Claim”, they will not settlecollectively, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a“Claims”) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of or in any way relating to the Company or the Property, including under the Mortgage Loan and Mortgage Loan Documents and related guaranties and indemnities, including amounts paid in settlement or compromise of any such claim Claims, unless caused by the Bad Act of such Indemnitee. The termination of any action, suitsuit or proceeding by judgment, order, settlement or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that any Person acted in a fashion constituting a Bad Act. In addition to the indemnification conferred in this Section 4.7, the Indemnitee shall also be entitled to have paid directly by the Company the expenses reasonably incurred in defending any such proceeding against such Indemnitee in advance of its final disposition, to the fullest extent authorized by applicable law, as the same exists or investigation and (b) may hereafter be amended; provided that if the parties agree that Claims involved in such proceeding are determined to be the terms result of one or more Bad Acts by the Manager, the Manager shall, upon demand by any Member, promptly reimburse the Company for all such settlement shall remain confidentialpaid expenses.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the ManagerManager and each Manager Exculpated Party to the fullest extent permitted by law and to save and hold them harmless from and in respect of all (a) fees, costs and expenses paid in connection with or resulting from any controlling person of claim, action, or demand against the Company, the Manager, or any Manager Exculpated Party that arises out of or in any way relates to the Company, its properties, business, or affairs and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”b) and hold each of them harmless against any and all losses, (including lost profits) such claims, damagesactions, expenses and demands and any losses or liabilitiesdamages resulting from such claims, joint actions, and demands, including amounts paid in settlement or several compromise (collectivelyif recommended by attorneys for the Company) of any such claim, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out ofaction, or relating todemand; provided, this Agreementhowever, unless it is finally judicially determined that the Liabilities resulted Company shall not indemnify or hold harmless the Manager or a Manager Exculpated Party with respect to any of the foregoing which arises from the fraud, misappropriation of funds, gross negligence, willful misconduct, bad faith misconduct or reckless disregard material breach of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement (beyond any applicable notice and cure period) by the Manager or such Manager Exculpated Party, in which event the Company shall not be obligated to so reimburse the Manager (or the Manager’s services hereunderManager Exculpated Party) seeking indemnification or to be held harmless. If a claim is raised against the Manager as to which the Manager reasonably believes that it is entitled to indemnification as aforesaid, then, pending any determination as to whether or not pending or threatened and whether or not any Indemnified Party the Manager is a party in fact entitled to such proceeding. The Company and indemnification, the Managed Subsidiaries also agree that no Indemnified Party Manager shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of to utilize the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree Assets to reimburse the Manager for all expenses incurred by it in connection with the cost of defending against such Indemnified Party’s appearing and preparing to appear as such a witnessclaim, including, without limitation, the reasonable fees and disbursements cost of its legal counsel. The Company and the Managed Subsidiaries agree thatcounsel in connection therewith; provided, without the Manager’s prior written consenthowever, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not that if it is eventually determined that the Manager or any other Indemnified Party is an actual or potential party was not entitled to such claimindemnification, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from then the Manager shall promptly reimburse the Company for any liabilities arising out payments made to it on account of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidentialindemnification.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, Manager (and each of their respective its directors, officers, employees, agentsconsultants, Affiliates agents and representatives (each, an “Indemnified Party”shareholders) shall be indemnified and hold each of them saved harmless by the Managed Entity from and against any all liabilities and all losses, expenses (including lost profits) claimsjudgements, damagesfines, expenses or liabilitiespenalties, joint or several (collectively, “Liabilities”amounts paid in settlement and counsel fees), reasonably incurred in connection with any action, suit or proceeding to which Manager may hereafter be made a Party by reason of providing services hereunder to the Indemnified Parties may become liableManaged Entity provided that Manager shall not be finally adjudged in such action, directly suit or indirectly, arising out of, proceeding as liable for or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful guilty of wilful misconduct, bad faith faith, gross negligence or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and to the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirectEntity, in contract or tort or otherwise) relation to the Company, the Managed Subsidiaries, matter or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation matters in respect of which indemnification could is claimed. For purposes of the preceding paragraph: (i) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be sought hereunder deemed its final determination; and (whether iii) advances may be made by the Managed Entity against costs, expenses and fees incurred in respect of the matter or matters as to which indemnification is claimed, provided that any advance shall be made only if the Managed Entity receives advice of legal counsel to the effect that, on the basis of the facts known to such counsel, the person seeking such advance is anticipated to achieve substantial success and on the condition that Manager receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity does not receive, substantially concurrently with the termination of the matter or matters as to which such advances were made, advice of legal counsel to the effect that Manager or is entitled to indemnification under this Agreement. The foregoing right of indemnification shall not be exclusive of any other Indemnified Party is an actual rights to which Manager may be entitled as a matter of law or potential party which may be lawfully granted to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or Manager. The provisions of Article 8 shall survive termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidentialthis Agreement.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, Owner agrees to indemnify the Managerindemnify, defend, protect, save and hold harmless Manager and any controlling person other member of the Manager, Behringer Group who performs services pursuant to this Management Agreement and each of their respective directorsstockholders, partners, members, officers, directors, employees, agentsmanagers, Affiliates successors and representatives assigns (eachcollectively, an the “Indemnified PartyParties”) and hold each of them harmless against from any and all losses, (including lost profits) claims, damagescauses of action, expenses or liabilitiesdemands, joint or several suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney’s fees and expenses, of every kind and nature whatsoever (collectively, “LiabilitiesLosses”)) in connection with or in any way related to (i) any Contract, (ii) each Property, including any past, current or future allegations regarding treatment, depositing, storage, disposal or placement by any party other than Manager of hazardous substances on the Property, from liability for damage to which the Indemnified Parties may become liableeach Property and injuries to or death of any person whomsoever, directly or indirectlyand damage to Property, and from liability arising out ofof or related to a Property that Owner has abandoned or ceased funding operating shortfalls, or relating toincluding the cessation of any service by Manager for such Property as requested by Owner pursuant to Section 8.22, this Agreement, unless it is finally judicially determined that and (iii) the Liabilities resulted from the gross negligence, willful misconduct, bad faith gross negligence or reckless disregard unlawful acts (such unlawfulness having been adjudicated by a court of duty proper jurisdiction) of Owner, or the failure of Owner to correct any present or future violation or alleged violation of any Indemnified Party and all present or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation offuture laws, preparation forordinances, defense ofstatutes, or providing evidence in regulations of any actionpublic authority or official thereof, claimhaving or claiming to have jurisdiction thereover, suitof which it has actual notice; provided, proceeding or investigationhowever, directly or indirectly, that the indemnification and exculpation shall not extend to any such Losses arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith gross negligence or reckless disregard unlawful acts (the unlawfulness having been adjudicated by a court of duty proper jurisdiction) of such Indemnified Party Manager, its agents, servants, or fraudulent or dishonest acts of such Indemnified Partyemployees; provided, further, that the indemnification and exculpation shall be limited to the extent that Manager recovers insurance proceeds with respect to that matter. Moreover, in no event, regardless of the legal theory advanced, Manager shall any Indemnified Party not be liable to the Company, the Managed Subsidiariesfor any error of judgment or for any mistake of fact or law, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequentialthing that it may do or refrain from doing, indirectexcept in cases of willful misconduct, incidental gross negligence or special damages unlawful acts (the unlawfulness having been adjudicated by a court of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigationproper jurisdiction), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, Manager (and each of their respective its Affiliates, directors, officers, employees, consultants and agents, Affiliates and representatives ) (each, each an “Indemnified Party”) shall be indemnified and hold each of them saved harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and by the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for Entity from and against all liabilities and expenses (including reasonable attorneys’ fees judgments, fines, penalties, amounts paid in settlement and expenses) as they are counsel fees), reasonably incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, suit or proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that which an Indemnified Party is requested or required may hereafter be made a party by reason of the Manager providing Services hereunder to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries Entity provided that Manager shall not be finally adjudged in such action, suit or any Affiliate proceeding as liable for or guilty of the Company fraud, wilful misconduct, or the Managed Subsidiaries Gross Negligence, in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent relation to the entry of any judgment in matter or otherwise seek to terminate any claim, action, suit, proceeding or investigation matters in respect of which indemnification could is claimed. For purposes of the preceding paragraph: (i) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be sought hereunder deemed its final determination; and (whether iii) advances must be made by the Managed Entity against costs, expenses and fees incurred in respect of the matter or not the matters as to which indemnification is claimed, provided that Manager or any other Indemnified Party receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity is an actual finally adjudged in such action, suit or potential party proceeding as liable for or guilty of fraud, wilful misconduct, or Gross Negligence in relation to the matter or matters in respect of which indemnification is claimed. The foregoing right of indemnification shall not be exclusive of any other rights to which Manager may be entitled as a matter of law or which may be lawfully granted to Manager. The Indemnified Party shall give the Managed Entity prompt written notice of any such action, suit or proceeding of which the Indemnified Party has knowledge and the Managed Entity shall undertake the investigation and defence thereof on behalf of the Indemnified Party, including employment of counsel acceptable to such claimIndemnified Party, and make payment of all expenses. No admission of liability and no settlement of any action, suitsuit or proceeding shall be made without the consent of the Managed Entity and the Indemnified Parties affected, proceeding such consent not to be unreasonably withheld. Notwithstanding that the Managed Entity shall undertake the investigation and defence of any action, suit or investigation)proceeding, unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from shall have the right to employ separate counsel in any liabilities arising out such action, suit or proceeding and participate in the defence thereof, but the fees and expenses of such claim action, suit, proceeding or investigation and (b) counsel shall be at the parties agree that expense of the terms of such settlement shall remain confidential.Indemnified Party unless:

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, Manager (and each of their respective its Affiliates, directors, officers, employees, agentsconsultants, Affiliates agents and representatives shareholders) (each, each an “"Indemnified Party”") shall be indemnified and hold each of them saved harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and by the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for Entity from and against all liabilities and expenses (including reasonable attorneys’ fees judgments, fines, penalties, amounts paid in settlement and expenses) as they are counsel fees), reasonably incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, suit or proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that which an Indemnified Party is requested or required may hereafter be made a party by reason of the Manager providing Services hereunder to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries Entity provided that Manager shall not be finally adjudged in such action, suit or any Affiliate proceeding as liable for or guilty of the Company fraud, wilful misconduct, or the Managed Subsidiaries Gross Negligence, in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent relation to the entry of any judgment in matter or otherwise seek to terminate any claim, action, suit, proceeding or investigation matters in respect of which indemnification could is claimed. For purposes of the preceding paragraph: (i) "action, suit or proceeding" shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be sought hereunder deemed its final determination; and (whether iii) advances must be made by the Managed Entity against costs, expenses and fees incurred in respect of the matter or not the matters as to which indemnification is claimed, provided that Manager or other indemnified Party receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity is finally adjudged in such action, suit or proceeding as liable for or guilty of fraud, wilful misconduct, or Gross Negligence in relation to the matter or matters in respect of which indemnification is claimed. The foregoing right of indemnification shall not be exclusive of any other rights to which Manager may be entitled as a matter of law or which may be lawfully granted to Manager. The Indemnified Party is an actual shall give the Managed Entity prompt written notice of any such action, suit or potential party proceeding of which the Indemnified Party has knowledge and the Managed Entity shall undertake the investigation and defence thereof on behalf of the Indemnified Party, including employment of counsel acceptable to such claimIndemnified Party, and make payment of all expenses. No admission of liability and no settlement of any action, suitsuit or proceeding shall be made without the consent of the Managed Entity and the Indemnified Parties affected, proceeding such consent not to be unreasonably withheld. Notwithstanding that the Managed Entity shall undertake the investigation and defence of any action, suit or investigation)proceeding, unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from shall have the right to employ separate counsel in any liabilities arising out such action, suit or proceeding and participate in the defence thereof, but the fees and expenses of such claim action, suit, proceeding or investigation and (b) counsel shall be at the parties agree that expense of the terms of such settlement shall remain confidential.Indemnified Party unless:

Indemnification of Manager. The Company To the fullest extent permitted by law, the Tribe and each Managed Subsidiarythe Enterprise shall fully protect, jointly indemnify, defend and severallyhold harmless Manager and its Affiliates and, agrees to indemnify if requested by and at the discretion of Manager, any controlling person of the Manager, and each of their respective directorsmembers, partners, officers, employeesdirectors, agents, Affiliates sureties, servants, and employees and the successors, assigns, heirs and personal representatives of the foregoing (eachhereinafter collectively, an “Indemnified PartyIndemnitees”) for, from and hold each of them harmless against any and all lossesliabilities, (including lost profits) claims, damages, demands, losses, costs or expenses (including, without limitation, attorneys’ fees for counsel selected by Manager, but not including legal fees associated with defending claims that Manager has breached its obligations under the terms of this Agreement) arising out of or liabilitiesresulting from, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, either directly or indirectly, arising out ofthe Facility, or relating tothe Enterprise, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the CompanyTransaction Document, the Managed SubsidiariesTransition Loan, the Facility Loan or any person asserting claims on behalf of contractual or in right of business relationships between the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall Tribe and any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witnessthird parties, including, without limitation, (i) the reasonable fees performance or lack of performance of this Agreement by the Tribe or its Affiliates and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not arising from the sole or contributory negligence of Manager, provided that the foregoing indemnity will not, as to any Indemnitee, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct or gross negligence of such Indemnitee, (ii) the enactment or issuance of any Tribal Legal Requirement which is inconsistent with this Agreement or otherwise adverse to the interests of Manager or any Manager Employee, (iii) the employment, discharge or workplace environment of any Enterprise Employee, (iv) any claim by any patron of the Facility or other Indemnified Party is an person who was physically present at the Facility, (v) any claim based in whole or in part on any actual or potential party alleged contractual or business relationship between the Tribe or any of its Affiliates and any third party. The cost of defending a lawsuit pursuant to such claimthis Section, actionas well as any liability, suitdamages, proceeding demands, losses, costs or investigation)expenses incurred by Manager or its Affiliates, unless (a) such settlementshall be a Pre-Opening Expense if incurred prior to the Opening Date, compromisewhich Tribe or the Enterprise agrees to reimburse Manager promptly upon request, consent and a Cost of Non-Gaming Operations if incurred after the Opening Date, and shall be payable by the Enterprise as incurred by Manager, its Affiliate or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidentialIndemnitee.

Indemnification of Manager. The Company and each Managed SubsidiaryOwner shall indemnify, jointly and severallydefend, agrees to indemnify the Managerprotect, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”) save and hold each of them harmless Manager and the other Manager Indemnified Parties, from and against any and all lossesLosses in connection with or in any way related to (i) any Contract, (ii) each Property, including lost profitsany past, current or future allegations regarding treatment, depositing, storage, disposal or placement by any Person other than Manager of hazardous substances on the Property, and from liability for damage to each Property and injuries to or death of any person whomsoever, and damage to Property, (iii) claimsthe willful misconduct, damages, expenses gross negligence or liabilities, joint or several unlawful acts (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out ofsuch unlawfulness having been adjudicated by a court of proper jurisdiction) of Owner, or the failure of Owner to correct any present or future violation or alleged violation of any and all present or future laws, ordinances, statutes or regulations of any public authority or official thereof, having or claiming to have jurisdiction thereover, of which it has actual notice, and (iv) any matter, act or omission occurring prior to the date hereof relating to, this Agreementin connection with, unless it is finally judicially determined or in respect of, Owner or any of its Affiliates or any of their respective businesses, assets or properties (including any claim or litigation asserted or instigated by a third party); provided, however, that the Liabilities resulted from indemnification and exculpation shall not extend to any such Losses arising out of the gross negligence, willful misconduct, bad faith gross negligence or reckless disregard unlawful acts (the unlawfulness having been adjudicated by a court of duty proper jurisdiction) of Manager, its agents, servants, or employees; provided further, however, that to the extent that Manager recovers insurance proceeds with respect to any matter for which a Manager Indemnified Party is entitled to indemnification, then the amount payable to such Manager Indemnified Party under this Section 6.5 in respect of such matter shall be reduced by the amount of such recovered insurance proceeds. Manager shall not be liable for any error of judgment or for any mistake of fact or law, or for any thing that it may do or refrain from doing, except in cases of willful misconduct, gross negligence or unlawful acts (the unlawfulness having been adjudicated by a court of proper jurisdiction). In addition, Owner shall advance funds to any Manager Indemnified Party for reasonable legal fees and other reasonable costs and expenses incurred as a result of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, action or proceeding or investigationfor which indemnification is being sought; provided, directly or indirectlyhowever, arising out ofthat such Manager Indemnified Party undertakes to repay the advanced funds to Owner, or relating totogether with the applicable legal rate of interest thereon, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any in cases in which such Manager Indemnified Party is found pursuant to a party final and non-appealable order or judgment to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) not be entitled to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidentialindemnification.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, Manager (and each of their respective its Affiliates, directors, officers, employees, agentsconsultants, Affiliates agents and representatives shareholders) (each, each an “"Indemnified Party”") shall be indemnified and hold each of them saved harmless by the Client from and against any all liabilities and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees judgments, fines, penalties, amounts paid in settlement and expenses) as they are counsel fees), reasonably incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, suit or proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that which an Indemnified Party is requested or required to appear as may hereafter be made a witness in any action brought party by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate reason of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent providing Services hereunder to the entry of any judgment Client provided that Manager shall not be finally adjudged in or otherwise seek to terminate any claim, such action, suitsuit or proceeding as liable for or guilty of fraud, proceeding wilful misconduct, or investigation Gross Negligence, in relation to the matter or matters in respect of which indemnification could is claimed. For purposes of the preceding paragraph: (i) "action, suit or proceeding" shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be sought hereunder deemed its final determination; and (whether iii) advances must be made by the Client against costs, expenses and fees incurred in respect of the matter or not the matters as to which indemnification is claimed, provided that Manager or other indemnified Party receiving such advance agrees to repay to the Client any amounts so advanced if the Client is finally adjudged in such action, suit or proceeding as liable for or guilty of fraud, wilful misconduct, or Gross Negligence in relation to the matter or matters in respect of which indemnification is claimed. The foregoing right of indemnification shall not be exclusive of any other rights to which Manager may be entitled as a matter of law or which may be lawfully granted to Manager. The Indemnified Party is an actual shall give the Client prompt written notice of any such action, suit or potential party proceeding of which the Indemnified Party has knowledge and the Client shall undertake the investigation and defence thereof on behalf of the Indemnified Party, including employment of counsel acceptable to such claimIndemnified Party, and make payment of all expenses. No admission of liability and no settlement of any action, suitsuit or proceeding shall be made without the consent of the Client and the Indemnified Parties affected, proceeding such consent not to be unreasonably withheld. Notwithstanding that the Client shall undertake the investigation and defence of any action, suit or investigation)proceeding, unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from shall have the right to employ separate counsel in any liabilities arising out such action, suit or proceeding and participate in the defence thereof, but the fees and expenses of such claim action, suit, proceeding or investigation and (b) counsel shall be at the parties agree that expense of the terms of such settlement shall remain confidential.Indemnified Party unless:

Indemnification of Manager. The Company To the fullest extent permitted by law, the Tribe and each Managed Subsidiarythe Enterprise shall fully protect, jointly indemnify, defend and severallyhold harmless Manager and its Affiliates and, agrees to indemnify if requested by and at the discretion of Manager, any controlling person of the Manager, and each of their respective directorsmembers, partners, officers, employeesdirectors, agents, Affiliates sureties, servants, and employees and the successors, assigns, heirs and personal representatives of the foregoing (eachhereinafter collectively, an “Indemnified PartyIndemnitees”) for, from and hold each of them harmless against any and all lossesliabilities, (including lost profits) claims, damages, demands, losses, costs or expenses (including, without limitation, attorneys’ fees for counsel selected by Manager, but not including legal fees associated with defending claims that Manager has breached its obligations under the terms of this Agreement) arising out of or liabilitiesresulting from, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, either directly or indirectly, arising out ofthe Facility, or relating tothe Enterprise, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the CompanyTransaction Document, the Managed SubsidiariesTransition Loan, the Facility Loan or any person asserting claims on behalf of contractual or in right of business relationships between the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall Tribe and any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witnessthird parties, including, without limitation, (i) the reasonable fees performance or lack of performance of this Agreement by the Tribe or its Affiliates and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not arising from the sole or contributory negligence of Manager, provided that the foregoing indemnity will not, as to any Indemnitee, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct or gross negligence of such Indemnitee, (ii) the enactment or issuance of any Tribal Legal Requirement which is inconsistent with this Agreement or otherwise adverse to the interests of Manager or any Manager Employee, (iii) the employment, discharge or workplace environment of any Enterprise Employee, (iv) any claim by any patron of the Facility or other Indemnified Party is an person who was physically present at the Facility, (v) any claim based in whole or in part on any actual or potential party alleged contractual or business relationship between the Tribe or any of its Affiliates and any third party. The cost of defending a lawsuit pursuant to such claimthis Section, actionas well as any liability, suitdamages, proceeding demands, losses, costs or investigation)expenses incurred by Manager or its Affiliates, unless (a) such settlementshall be a Pre-Opening Expense if incurred prior to the Opening Date, compromisewhich Tribe or the Enterprise agrees to reimburse Manager promptly upon request, consent and a Cost of Gaming Operations if incurred after the Opening Date, and shall be payable by the Enterprise as incurred by Manager, its Affiliate or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidentialIndemnitee.

Indemnification of Manager. The Company You and each Managed Subsidiaryall occupants shall, jointly and severally, agrees to defend, indemnify the Manager, any controlling person of the Manager, and each of their respective directorshold DELTA OAKS LODGE LLC (including its members, officers, employees, agentssubcontractors, Affiliates agents and representatives (each, an “Indemnified Party”representatives) and hold each of them the Owner (the “Manager Parties”), harmless against from any and all claims, liabilities, losses, costs and expenses (including lost profits) claimsincluding, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating but not limited to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expensescosts of suit) incurred the Manager Parties related to, as they are incurred a result of or arising from the actions of the guest and any occupants, including any negligent acts or omissions, willful misconduct, violations of laws or any obligations in this agreement, except to the extent such claims, demands and actions arise from the gross negligence or willful misconduct of the Manager Parties. Limitation of Liability. YOU UNDERSTAND AND AGREE THAT NO MANAGER PARTY OR DELTA OAKS LODGE LLC ASSUMES ANY LIABILITY FOR LOSS, DAMAGE, CLAIM OR INJURY TO PERSONS OR THEIR PERSONAL PROPERTY WHILE ON THE PREMISES, NOR FOR ANY INCONVENIENCE, DAMAGE, CLAIM, LOSS OR INJURY ARISING FROM OR RELATED TO ANY TEMPORARY DEFECTS OR STOPPAGE IN SUPPLY OF WATER, GAS, CABLE SERVICE, ELECTRICITY, INTERNET SERVICE OR PLUMBING; CHANGES TO RENTAL ASSIGNMENTS; WEBSITE OR BROCHURE ERRORS; WEATHER CONDITIONS; NATURAL DISASTERS; ACTS OF GOD; OR OTHER REASONS BEYOND THEIR CONTROL. Release of the Manager Parties. In addition to the other specific releases set forth in this agreement and its addendum, you, for yourself, your heirs, assignors, executors, and administrators, and on behalf of each occupant of the property, and such occupants’ heirs, assignors, executors and administrators, fully release and discharge the Manager Parties and Delta Oaks Lodge LLC from any and all liabilities, claims, demands, and causes of action which you, any occupant or their family members have or may have in the future by reason of any injury, loss or damage by whatever nature which has or have occurred, or may occur to you, or to any of the occupants during the stay as a result, or in connection with the investigation ofoccupancy of the property or in use of any item provided during your stay, preparation forincluding bikes, defense ofgolf carts or other recreational items, including any claims, damages, costs or providing evidence in causes of action due to the negligence, breach of contract or wrongful conduct of any actionManager Party or Delta Oaks Lodge LLC, claimand agree not to sue and to hold the Manager Parties or Delta Oaks Lodge LLC free and harmless of any claim or suit arising there from. THE UNDERSIGNED UNDERSTANDS, suitINTENDS AND DESIRES TO RELEASE THE MANAGER PARTIES AND DELTA OAKS LODGE LLC FROM ANY AND ALL LIABILITY ARISING FROM OR RELATED TO THE OCCUPANCY OF THE PROPERTY TO THE FULLEST EXTENT PERMITTED BY THE LAWS OF THE STATE OF ARKANSAS. You hereby certify that you are at least 18 years of age and you are legally competent to enter into this Agreement, proceeding or investigationincluding the Release, directly or indirectlyWaiver, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened Assumption and whether or not any Indemnified Party is a party to such proceedingIndemnity provisions contained herein. The Company and the Managed Subsidiaries also You agree that no Indemnified Party it is your express intent that this release shall have any liability (whether direct or indirectbind the members of your family and spouse, in contract or tort or otherwise) to if you are alive, and your heirs, assigns and personal representatives, if you are deceased, and shall be governed by the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right laws of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard State of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidentialArkansas.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”) and hold each of them harmless against any and all losses, losses (including lost profits) ), claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, Manager (and each of their respective its Affiliates, directors, officers, employees, agentsconsultants, Affiliates agents and representatives shareholders) (each, each an “Indemnified Party”) shall be indemnified and hold each of them saved harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and by the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for Entity from and against all liabilities and expenses (including reasonable attorneys’ fees judgments, fines, penalties, amounts paid in settlement and expenses) as they are counsel fees), reasonably incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, suit or proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that which an Indemnified Party is requested or required may hereafter be made a party by reason of the Manager providing Services hereunder to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries Entity provided that Manager shall not be finally adjudged in such action, suit or any Affiliate proceeding as liable for or guilty of the Company fraud, wilful misconduct, or the Managed Subsidiaries Gross Negligence, in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent relation to the entry of any judgment in matter or otherwise seek to terminate any claim, action, suit, proceeding or investigation matters in respect of which indemnification could is claimed. For purposes of the preceding paragraph: (i) “action, suit or proceeding” shall include every action, suit or proceeding, civil, criminal or other; (ii) the right of indemnification conferred thereby shall extend to any threatened action, suit or proceeding and the failure to institute it shall be sought hereunder deemed its final determination; and (whether iii) advances must be made by the Managed Entity against costs, expenses and fees incurred in respect of the matter or not the matters as to which indemnification is claimed, provided that Manager or other indemnified Party receiving such advance agrees to repay to the Managed Entity any amounts so advanced if the Managed Entity is finally adjudged in such action, suit or proceeding as liable for or guilty of fraud, wilful misconduct, or Gross Negligence in relation to the matter or matters in respect of which indemnification is claimed. The foregoing right of indemnification shall not be exclusive of any other rights to which Manager may be entitled as a matter of law or which may be lawfully granted to Manager. The Indemnified Party is an actual shall give the Managed Entity prompt written notice of any such action, suit or potential party proceeding of which the Indemnified Party has knowledge and the Managed Entity shall undertake the investigation and defence thereof on behalf of the Indemnified Party, including employment of counsel acceptable to such claimIndemnified Party, and make payment of all expenses. No admission of liability and no settlement of any action, suitsuit or proceeding shall be made without the consent of the Managed Entity and the Indemnified Parties affected, proceeding such consent not to be unreasonably withheld. Notwithstanding that the Managed Entity shall undertake the investigation and defence of any action, suit or investigation)proceeding, unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from shall have the right to employ separate counsel in any liabilities arising out such action, suit or proceeding and participate in the defence thereof, but the fees and expenses of such claim action, suit, proceeding or investigation and (b) counsel shall be at the parties agree that expense of the terms of such settlement shall remain confidential.Indemnified Party unless:

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”"INDEMNIFIED PARTY") and hold each of them harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”"LIABILITIES"), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ ' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s 's services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s 's services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.Indemnified

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, Owner agrees to indemnify the Managerindemnify, any controlling person of the Managerdefend, protect, save and each of their respective directorshold harmless Manager and its stockholders, partners, members, officers, directors, employees, agentsmanagers, Affiliates successors and representatives assigns (eachcollectively, an the “Indemnified PartyParties”) and hold each of them harmless against from any and all losses, (including lost profits) claims, damagescauses of action, expenses or liabilitiesdemands, joint or several suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorney’s fees and expenses, of every kind and nature whatsoever (collectively, “LiabilitiesLosses”)) in connection with or in any way related to (i) any Contract, (ii) each Property, including any past, current or future allegations regarding treatment, depositing, storage, disposal or placement by any party other than Manager of hazardous substances on the Property, from liability for damage to which the Indemnified Parties may become liableeach Property and injuries to or death of any person whomsoever, directly or indirectlyand damage to Property, and from liability arising out of, of or relating to, this Agreement, unless it is finally judicially determined related to a Property that Owner has abandoned or ceased funding operating shortfalls and (iii) the Liabilities resulted from the gross negligence, willful misconduct, bad faith gross negligence or reckless disregard unlawful acts (such unlawfulness having been adjudicated by a court of duty proper jurisdiction) of Owner, or the failure of Owner to correct any present or future violation or alleged violation of any Indemnified Party and all present or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation offuture laws, preparation forordinances, defense ofstatutes, or providing evidence in regulations of any actionpublic authority or official thereof, claimhaving or claiming to have jurisdiction thereover, suitof which it has actual notice; provided, proceeding or investigationhowever, directly or indirectly, that the indemnification and exculpation shall not extend to any such Losses arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith gross negligence or reckless disregard unlawful acts (the unlawfulness having been adjudicated by a court of duty proper jurisdiction) of such Indemnified Party Manager, its agents, servants, or fraudulent or dishonest acts of such Indemnified Partyemployees; provided, further, that the indemnification and exculpation shall be limited to the extent that Manager recovers insurance proceeds with respect to that matter. Moreover, in no event, regardless of the legal theory advanced, Manager shall any Indemnified Party not be liable to the Company, the Managed Subsidiariesfor any error of judgment or for any mistake of fact or law, or any person asserting claims on behalf for anything that it may do or refrain from doing, except in cases of willful misconduct, gross negligence or in unlawful acts (the right unlawfulness having been adjudicated by a court of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigationproper jurisdiction), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.

Indemnification of Manager. The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”"INDEMNIFIED PARTY") and hold each of them harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”"LIABILITIES"), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ ' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s 's services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s 's services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s 's appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s 's prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.