Common use of Indemnities Clause in Contracts

Indemnities. (a) Transferee will indemnify Transferor and hold Transferor harmless from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will indemnify Transferor The Tenant agrees to occupy, use and hold Transferor harmless keep the Demised Premises at the risk of the Tenant and hereby releases the Landlord to the full extent permitted by law in the absence of any negligence on the part of the Landlord, or its servants or agents from all claims and demands of every kind in respect of or resulting from any liability, accident injury occurring in the Mall or the Demised Premises and the Tenant expressly agrees that in the absence of any such negligence as aforesaid the Landlord shall have no responsibility or liability for any loss, cost damages or expense injury suffered by the Tenant ("Claim"), including reasonable attorneys' fees, which shall whether to or in respect of the Tenant’s person or property or the business conducted by the Tenant) as a result from (i) the incorrectness of any representation breakage, leakage, accident or breach of any warranty of Transferee contained event occurring in this Agreement the Mall or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyDemised Premises. (b) Cronos The Tenant does and Transferor jointly and severally will shall hereby indemnify Transferee and hold Transferee harmless the Landlord from any claimand against all actions, including reasonable attorneys' feesclaims, demands, loss, damages, costs and expenses for which the Landlord shall result from or may be or become liable in respect of and to the extent that they arise from:- (i) the incorrectness negligent use, misuse, waste or abuse by the Tenant or any servant, agent, customer or invitee or any other person claiming through or under the Tenant of the water, gas, electricity, oil, lighting and other services and facilities and appurtenances of the Demised Premises or the Mall; (ii) overflow or leakage of water (including rain water) in or from the Demised Premises but having originated within the Demised Premises or caused or contributed by any representation act or omission on the part of the Tenant and its servants, agents, subtenants or other persons as aforesaid; (iii) loss, damages or injury from any cause whatsoever to property or person caused or contributed to by the use of the Demised Premises by the Tenant or any servant, agent, subtenant, customer, invitee or other person as aforesaid; (iv) loss, damages or injury from any cause whatsoever to property or person within or outside the Demised Premises to the Mall occasioned or contributed to by any act, omission, neglect, breach or default of the Tenant or any warranty servant, agent, contractor or subcontractor or subtenant or other person as aforesaid; (v) any breach or non observance by the Tenant of Cronos the covenants conditions or Transferor contained in other provisions of this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants the matters which this tenancy is subject. The indemnity hereby given shall not be wholly or agreements contained in this Agreement, any other agreement, instrument, certificate partially negated or other document delivered defeated by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale reason of the Containers. Upon payment of such indemnity, Cronos state or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") condition of the assertion of any Claim, Demised Premises or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceMall.

Indemnities. (a) Transferee Lessee will indemnify Transferor pay, and hold Transferor harmless hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any liabilityand all fees and taxes, losslevies, cost imposts, duties, charges or expense withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "ClaimTax"), including reasonable attorneys' feeswhich may from time to time be imposed on or asserted against Lessor and its assignees, which shall result from if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the incorrectness Airframe or any Engine or Spare Engine or any part thereof of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant heretointerest therein; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreementthe manufacture, any other agreementpurchase, instrumentownership, certificate mortgaging, lease, sublease, use, storage, maintenance, sale or other document delivered by Transferee in connection with disposition of the transactions contemplated by this AgreementAirframe or any Engine or Spare Engine; or (iii) any Claim rentals or legal proceedings other earnings therefor or arising therefrom or the income or other proceeds received with respect to thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any Containers relating to indemnification under this Section 12(a) any period after Lessor Tax unless the Closing Date with respect to such Containers. Upon payment of any such indemnity, Transferee Tax shall be subrogated a condition to the indemnitee's rights against enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any third parties respecting the Claims. Anything contained lien which may have attached as security for such Tax, nothing in this Agreement to Section shall require the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if payment of any Tax so long as and to the extent Transferor is indemnified that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and fully compensated for diligently conducted and Lessee shall have set aside on its claim by a third partybooks adequate reserves with respect thereto in accordance with generally accepted accounting principles. (b) Cronos and Transferor jointly and severally will indemnify Transferee Lessee agrees to defend, indemnify, pay and hold Transferee harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any claimand all liabilities, including reasonable attorneys' feesobligations, which shall result from (i) the incorrectness losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any representation kind or breach nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any warranty of Cronos investigative, administrative or Transferor contained in this Agreement judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any certificate manner relating to or arising out of this Lease or the other document delivered by Cronos Transaction Documents or Transferor pursuant hereto; the transactions contemplated hereby or thereby (ii) a breach by Cronos including without limitation Lenders' agreement to make the Loans to Lessor or Transferor the use or intended use of the proceeds of any of its covenants or agreements contained in this Agreement, the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) obligation to any Claim or legal proceedings Indemnitee hereunder with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except Liabilities to the extent such Indemnified Liabilities arise solely from the Indemnifying Party has suffered actual prejudicegross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.

Indemnities. (a) Transferee will The Borrower hereby agrees to reimburse and indemnify Transferor the Letter of Credit Issuer for and hold Transferor harmless from against any liabilityand all liabilities, lossobligations, cost losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or expense ("Claim")disbursements of whatsoever kind or nature which may be imposed on, including reasonable attorneys' fees, which shall result from (i) asserted against or incurred by the incorrectness Letter of any representation or breach of any warranty of Transferee contained Credit Issuer in this Agreement or performing its respective duties in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers way relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale its issuance of Letters of Credit; provided that the Containers. Upon payment Borrower shall not be liable for any portion of such indemnityliabilities, Cronos obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or Transferor, as disbursements resulting from the case may be, shall be subrogated to TransfereeLetter of Credit Issuer's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) gross negligence or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to willful misconduct. To the extent the Indemnifying Party has suffered actual prejudiceLetter of Credit Issuer is not indemnified by the Borrower, the Participants will reimburse and indemnify the Letter of Credit Issuer, in proportion to their respective "percentages" of the Total Commitment, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Letter of Credit Issuer in performing its respective duties in any way relating to or arising out of its issuance of Letters of Credit; provided that no Participants shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Letter of Credit Issuer's gross negligence or willful misconduct.

Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (acollectively, the “Seller Indemnitees”) Transferee will indemnify Transferor for, from and hold Transferor harmless from against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any liabilityand all losses, losscosts, cost or expense expenses, fees ("Claim"including legal fees and disbursements), including reasonable attorneys' feespayments, which shall result demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the incorrectness breach by Purchaser of any representation or breach of any warranty of Transferee contained in this Agreement hereunder or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Transferee Seller of any of its covenants express warranty, representation or agreements contained in this Agreement, obligation hereunder or under any other agreementTransaction Document, instrumentshall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, certificate to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date insurer defending such claim may reasonably direct with respect to such Containersclaim. Upon payment Notwithstanding any other provision of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by obligations of parties under this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including Clause 8.1 will survive the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale Delivery of the Containers. Upon payment of such indemnity, Cronos or Transferor, as Aircraft and the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") Redelivery of the assertion of any Claim, or AFCS and the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceSpares.

Indemnities. (a) Transferee will 16.1 The delivery of Sales Gas being a continuous process, once the Sales Gas passes the Delivery Point, the Buyer shall be deemed to be in exclusive possession and control of the said Sales Gas and fully liable and responsible for its arrangements, appurtenance and properties. Accordingly the Buyer covenants and agrees to fully protect, indemnify Transferor and hold Transferor the Sellers, its employees, agents and successors and permitted assigns harmless against any and all claims, all liabilities, costs, expenses, damages or losses growing out of or resulting from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement incidental to or in any other agreementconnection therewith which may be made or brought against the Sellers whether by the Buyer, instrumentits employees, certificate agents or other document delivered successors and permitted assigns or by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement on account of damages or injury to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless property or person or loss of life resulting from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownershipthe installation, managementpresence, disposition maintenance or sale operation of the Containers. Upon payment intake arrangements, appurtenances and properties of such indemnitythe Buyer or other relating to the possession and handling of any Sales Gas supplied and further defend the Sellers at Buyer's sole expense in any litigation involving the Sellers 16.2 Likewise, Cronos or Transferor, as before the case may be, Delivery Point the Sellers shall be subrogated in control and exclusive possession of Sales Gas and shall be fully liable and responsible for its arrangements, appurtenances and properties. Accordingly, the Sellers covenant and agree to Transferee's rights fully protect, indemnify and hold the Buyer, its employees, agents and successors and permitted assigns harmless against any loss or damage and all claims, demands, actions, suits, proceedings and judgements and any and all liabilities, cost, expenses, damages or losses arising out of or resulting from or incidental to or in connection therewith which may be made or brought against the Buyer whether by the Sellers, its employees, agents or successors and permitted assigns or by third parties respecting the Claims. (c) A party seeking indemnification pursuant on account of damage or injury to Sections 21(a) property or (b) above (an "Indemnified Party") shall give prompt notice to the party a person or loss of life resulting from whom such indemnification is sought (the "Indemnifying Party") or arising out of the assertion installation, presence, maintenance or operation of the supply arrangements, appurtenance and properties and Gas metering station of the Sellers and the possession and handling of any Claim, or Gas received and further defend the commencement of Buyer at Sellers’ sole expense in any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give litigation involving the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceBuyer.

Indemnities. (a) Transferee will indemnify Transferor notwithstanding the completion of the transactions contemplated under this Agreement or TECTON’s Investigation, the representations, warranties and hold Transferor harmless from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness acknowledgements of any representation or breach of any warranty of Transferee ENDURANCE contained in this Agreement or any certificates or documents delivered by ENDURANCE pursuant to this Agreement shall survive the Closing and shall continue in full force and effect thereafter for the benefit of TECTON. If any of the representations, warranties or acknowledgements given by ENDURANCE is found to be untrue or there is a breach of any covenant or agreement in this Agreement on the part of ENDURANCE, then ENDURANCE shall indemnify and save harmless TECTON from and against any and all liability, claims, debts, demands, suits, actions, penalties, fines, losses, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis), damages and expenses of any kind whatsoever which may be brought or made against TECTON by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by TECTON, directly or indirectly, arising out of or as a consequence of any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any other agreementway limiting the generality of the foregoing, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee this shall include any loss of any kind whatsoever which may be suffered or incurred by TECTON, directly or indirectly, arising out of its covenants any material assessment or agreements contained in this Agreementreassessment levied upon ENDURANCE for tax, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers interest and/or penalties relating to any period after of business operations up to and including the Closing Date with and all claims, demands, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis) and expenses of any kind whatsoever in respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party.foregoing; and (b) Cronos notwithstanding the completion of the transactions contemplated under this Agreement or any investigation by ENDURANCE, the representations, warranties and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness acknowledgements of any representation or breach of any warranty of Cronos or Transferor TECTON contained in this Agreement or any certificates or documents delivered by TECTON pursuant to this Agreement shall survive the Closing and shall continue in full force and effect thereafter for the benefit of ENDURANCE. If any of the representations, warranties or acknowledgements given by TECTON is found to be untrue or there is a breach of any covenant or agreement in this Agreement on the part of TECTON, then TECTON shall indemnify and save harmless ENDURANCE and its Shareholders from and against any and all liability, claims, debts, demands, suits, actions, penalties, fines, losses, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis), damages and expenses of any kind whatsoever which may be brought or made against ENDURANCE by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by ENDURANCE, directly or indirectly, arising out of or as a consequence of any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor way limiting the generality of the foregoing, this shall include any loss of any kind whatsoever which may be suffered or incurred by ENDURANCE, directly or indirectly, arising out of its covenants any material assessment or agreements contained in this Agreementreassessment levied upon TECTON for tax, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or interest and/or penalties relating to any period prior of business operations up to and including the Closing DateDate and all claims, demands, costs (including Claims legal fees, disbursements and taxes as charged on a lawyer and own client basis) and expenses of limited partners any kind whatsoever in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale respect of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsforegoing. (c) A party seeking With the exception of claims based on fraud or intentional misrepresentation, the indemnification obligations of ENDURANCE shall not exceed the simple average closing price for the common shares of TECTON for the 30 trading days preceding the date of issue of Exchange Shares received by such Shareholder and shall expire one year from the Closing Date, and the satisfaction of such indemnification obligations shall be accomplished on a pro rata basis among PARTIES involved in any misrepresentation or breach of warranty, acknowledgement, covenant or agreement as to their Exchange Shares issued pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceSection 1.1 hereunder.

Indemnities. 2.7.1. The Employer shall indemnify the Contractor from and against all losses, costs, claims, demands, actions, fines, penalties, liabilities and expenses (a) Transferee will indemnify Transferor and hold Transferor harmless including legal expenses), which the Contractor shall take all reasonable steps to mitigate, in connection with or as a result of any claim or demand by any Relevant Employee arising out of the employment of any Relevant Employee provided that this arises from any liabilityact, lossnegligence, cost fault or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) omission of the incorrectness Employer in relation to any Relevant Employee prior to the date of the Relevant Transfer and any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee such claim is not in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyRelevant Transfer. 2.7.2. The Contractor shall indemnify the Employer from and against all losses, costs, claims, demands, actions, fines, penalties, liabilities and expenses (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' feeslegal expenses), which the Contractor shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreementtake all reasonable steps to mitigate, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated or as a result of any claim or demand by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or Relevant Employee arising out of Transferor's ownership, management, disposition the employment of or sale termination of the Containers. Upon payment employment of such indemnityany Relevant Employee provided that this arises from any act, Cronos negligence, fault or Transferoromission of the Contractor in relation to any Relevant Employee, as on or after the case may be, shall be subrogated to Transferee's rights against any third parties respecting date of the ClaimsRelevant Transfer. 2.7.3. The Contractor shall indemnify and hold harmless the Employer from and against all losses, costs, claims, demands, actions, fines, penalties, awards, liabilities and expenses (cincluding legal expenses) A party seeking indemnification pursuant which the Employer shall take all reasonable steps to Sections 21(a) mitigate, in connection with or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion as a result of any Claim, claim by any trade union or staff association or employee representative (whether or not recognised by the commencement of any action, suit or proceeding, Contractor in respect of all or any of the Relevant Employees) arising from or connected with any failure by the Contractor to comply with any legal obligation to such trade union staff associated or other employee representative whether under Regulation 13 of the Regulations, under the Directive or otherwise and, whether any such claim arises or has its origin before or after the date of the Relevant Transfer. 2.7.4. The Contractor shall indemnify the Employer from and against all losses, costs, claims, demands, actions, fines, penalties, awards, liabilities and expenses (including legal expenses) which indemnify may be sought hereunder and will give the Indemnifying Party such information Employer shall take all reasonable steps to mitigate, in connection with respect thereto or as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party a result of any liability hereunder (except claim by any Relevant Employee that the identity of the Contractor or Subcontractor is to that Relevant Employee's detriment or that the extent terms and conditions to be provided by the Indemnifying Party has suffered actual prejudiceContractor or any Subcontractor or any proposed measures of the Contractor or any Subcontractor are to that employee's detriment whether such claim arises before or after the Transfer Date.

Indemnities. (a) Transferee will indemnify Transferor Fantex shall indemnify, defend and hold Transferor harmless from Holdings and its shareholders, officers, directors, employees, agents, Affiliates, parents and subsidiaries, and each of the successors and assigns of any liability, loss, cost or expense of the foregoing ("Claim"the “Holdings Indemnified Parties”), from and against any and all costs and expenses, losses, damages, claims, causes of action and liabilities (including reasonable attorneys' ’ fees, which shall result from disbursements and expenses of litigation) incurred by or asserted against the Holdings Indemnified Parties (other than as to any claim brought by Fantex against Holdings) arising from, relating to, or in any way connected with (i) Fantex’s breach of its obligations under this Agreement, except to the incorrectness extent that such shall be caused by the wilful misconduct, gross negligence or bad faith of Holdings, or (ii) any act or omission by Fantex which is in violation of any representation or breach provision of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate applicable laws or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyregulations. (b) Cronos and Transferor jointly and severally will indemnify Transferee Holdings shall indemnify, defend and hold Transferee harmless Fantex and its shareholders, officers, directors, employees, agents, Affiliates, parents and subsidiaries, and each of the successors and assigns of any of the foregoing (the “Fantex Indemnified Parties”), from and against any claimand all costs and expenses, losses, damages, claims, causes of action and liabilities (including reasonable attorneys' ’ fees, which shall result from disbursements and expenses of litigation) incurred by or asserted against the Fantex Indemnified Parties (other than as to any claim brought by Holdings against Fantex) arising from, relating to, or in any way connected with (i) Holdings’ breach of its obligations under this Agreement, except to the incorrectness extent that such shall be caused by the wilful misconduct, gross negligence or bad faith of Fantex, or (ii) any act or omission by Holdings which is in violation of any representation or breach provision of any warranty of Cronos or Transferor contained in this Agreement or in any certificate applicable laws or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsregulations. (c) A Each party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") claiming indemnity shall give prompt promptly provide the other party with written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claimclaim, action or demand for which indemnity is claimed. The indemnifying party shall be entitled to control the commencement defense of any action, suit or proceeding, provided that the indemnified party may participate in respect any such action with counsel of which indemnify may be sought hereunder and will give its choice at its own expense. The indemnified party shall provide reasonable cooperation in the Indemnifying Party such information with respect thereto defense as the Indemnifying Party indemnifying party may reasonably request; but no failure to give request and at the indemnifying party’s expense. No indemnifying party may settle a claim against an indemnified party without the prior written consent of such notice shall relieve indemnified party or a complete release of claims against the Indemnifying Party of any liability hereunder indemnified party. (except to the extent the Indemnifying Party has suffered actual prejudiced) EXCEPT IN CONNECTION WITH (I) ANY ACT OF FRAUD OR INTENTIONAL WRONG-DOING BY A PARTY, (II) ANY CLAIM THAT IS SUBJECT TO INDEMNIFICATION UNDER SECTION 7, OR (III) ANY CLAIM THAT ARISES OUT OF A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, OR SUPPLIERS BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RELATING TO, ARISING FROM OR UNDER, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

Indemnities. (a) Transferee will The Corporation agrees to indemnify Transferor and hold Transferor harmless each Agent and its respective affiliates, directors, officers, partners, agents, employees, advisors, shareholders, successors and assigns of the Agents (hereinafter referred to as the “Personnel”) from and against any and all expenses, losses (other than loss of profits), claims, actions, suits, proceedings, court costs, contingencies, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims and costs of investigation) , and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim (including, without limitation, securityholder or derivative actions, arbitration proceedings or otherwise) that may be made or threatened against the Agents and/or the Personnel, to which the Agents and/or their Personnel ‎may become subject or otherwise involved in any capacity under any statute or common law or otherwise, ‎insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or ‎indirectly, upon (a) the performance of professional services rendered to the Corporation by the Agents and ‎their Personnel hereunder (b) any untrue statement or alleged untrue statement of a material fact ‎contained in the U.S. Preliminary Prospectus, U.S. Final Prospectus, U.S. Registration Statement, or Blue Sky Registrations used to offer securities of the Corporation in a transaction subject to the ‎engagement as such materials may be amended or supplemented (and including but not limited to any ‎documents deemed to be incorporated therein by reference) (collectively, the “Offering Materials”), or any ‎omission or alleged omission to state therein a material fact necessary in order to make the statements therein, ‎in the light of the circumstances under which they were made, not misleading, or (c) otherwise in connection ‎with the matters referred to in this Agreement, whether performed before or after the Corporation’s execution of this Agreement, together with any expenses, losses, claims, damages or liabilities that are incurred in enforcing this indemnity. In addition, the Corporation shall indemnify and save harmless the Agents from any liabilityand all losses or expenses relating to sales to investors on the President’s List and investors that are Company Purchasers. (b) Notwithstanding anything to the contrary contained herein, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which the indemnity contemplated in this Section 13 shall result from not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that: (i) the incorrectness Agents or its Personnel have been grossly negligent or committed any fraudulent act or acted in wilful misconduct in the course of any representation the performance of professional services rendered to the Corporation by the Agents and/or their Personnel or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee otherwise in connection with the transactions contemplated by matters referred to in this Agreement; and (ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were caused by the gross negligence, fraudulent act or wilful misconduct referred to in Section 13(b)(i). (c) If for any reason (other than the occurrence of any of the events itemized in Sections 13(b)(i) and (ii) above), the indemnification contemplated in this Section 13 is unavailable to the Agents or insufficient to hold them harmless, then the Corporation shall contribute to the amount paid or payable by the Agents as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Agents on the other hand but also the relative fault of the Corporation and the Agents, as well as any relevant equitable considerations; provided that the Corporation shall, in any event, contribute to the amount paid or payable by the Agents as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the Agents’ Fee received by the Agents hereunder pursuant to this Agreement. (d) The Corporation agrees that in case any legal proceeding shall be brought against the Corporation and/or the Agents by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or any such entity shall investigate the Corporation and/or the Agents and any Personnel of the Agents shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Corporation by the Agents, the Agents shall have the right to employ one firm of its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable and documented costs (including an amount to reimburse the Agents for time spent by its Personnel in connection therewith) and out-of-pocket expenses incurred by its Personnel in connection therewith shall, be paid by the Corporation as they occur. (e) Promptly after receipt of notice of the commencement of any legal proceeding against the Agents or any of their Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Corporation, the Agents will notify the Corporation in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Corporation, will keep the Corporation advised of the progress thereof and will discuss with the Corporation all significant actions proposed. The omission so to notify the Corporation shall not relieve the Corporation of any liability which the Corporation may have to the Agents except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Corporation would otherwise have under this indemnity had the Agents not so delayed in giving or failed to give the notice required hereunder. (f) The Corporation shall be entitled, within 14 days after the receipt of the notice, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel. If the Corporation undertakes, conducts and controls the settlement or defences, the relevant Personnel shall have the right to participate in such settlement or defence. Upon the Corporation notifying the Agents in writing of its election to assume the defence and retaining counsel, the Corporation shall not be liable to the Agents for any legal expenses subsequently incurred by it in connection with such defence. If such defence is assumed by the Corporation, the Corporation throughout the course thereof will provide copies of all relevant documentation to the Agents, will keep the Agents advised of the progress thereof and will discuss with the Agents all significant actions proposed. (g) Notwithstanding Section 13(f), the Agents shall have the right, at the Corporation’s expense, to employ counsel of such Agents’ choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Corporation; or (ii) the Corporation has not assumed the defence and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Corporation or the Agents have advised the Agents that representation of both parties by the same counsel would be inappropriate for any Claim reason, including without limitation, because there may be legal defences available to the Agents or legal proceedings with respect to any Containers relating of the Agents, which are different from or in addition to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated those available to the indemnitee's rights against any third parties respecting Corporation (in which event and to that extent, the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee Corporation shall not be required have the right to indemnify Transferor if assume or direct the defence on the Agents’ behalf) or that there is an actual or potential conflict of interest between the Corporation and the Agents or between the Agents or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Corporation shall not have the right to assume or direct the extent Transferor is indemnified and fully compensated for its claim by a third partydefence on the Agents’ behalf). (bh) Cronos No admission of liability and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement no settlement of any action, suit or suit, proceeding, in respect claim or investigation shall be made without the consent of which indemnify may the Agents. No admission of liability shall be sought hereunder made and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice Corporation shall relieve the Indemnifying Party not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent. (i) The indemnity and contribution obligations of the Corporation shall be in addition to any liability hereunder (except which the Corporation may otherwise have, shall extend upon the same terms and conditions to the extent Personnel of the Indemnifying Party has suffered actual prejudiceAgents and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Corporation, the Agents and any of the Personnel of the Agents. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of this Agreement.

Indemnities. (a) Transferee will indemnify Transferor Subscriber hereby agrees to indemnify, defend and hold Transferor harmless the Company and all of its directors, officers, affiliates and advisors from any liabilityand all damages, losslosses, cost or expense liabilities, costs and expenses ("Claim"), including reasonable attorneys' ’ fees, which shall result from (i) that they may incur by reason of the incorrectness Subscriber’s failure to fulfill all of the terms and conditions of this Subscription Agreement or by reason of the untruth or inaccuracy of any representation of the representations, warranties or breach of any warranty of Transferee agreements contained in this Agreement herein or in any other documents the Subscriber has furnished to any of the foregoing in connection with this transaction. This indemnification includes, but is not limited to, any damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its directors, officers, affiliates or advisors defending against any alleged violation of federal or state securities laws that is based upon or related to any untruth or inaccuracy of any of the representations, warranties or agreements contained herein or in any other documents the Subscriber has furnished to any of the foregoing in connection with this transaction. Subscriber hereby acknowledges that where any subscription agreement, instrumentwithdrawal request, certificate transfer request or other document delivered (“Document”) is sent to the Company by Transferee pursuant hereto; (ii) way of facsimile the fact that a breach transmission report produced by Transferee the originator of such transmission discloses that the transmission was sent will not be sufficient proof of receipt by the Company. The Company will not be liable for any loss arising as a result of acting or failing to act on the basis of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered Document sent by Transferee in connection with facsimile. Subscriber agrees to indemnify the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights Company from and against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstandingand all actions, Transferee shall not be required to indemnify Transferor if losses, costs, charges, expenses and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness demands of any representation or breach and every kind which may at any time hereafter be incurred by the Company in consequence of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to accepting and including the Closing Date, including Claims of limited partners in Transferor or other third parties based acting upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, failing to act upon any Document sent as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsaforesaid. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. The Contractor shall indemnify and keep indemnified the Authority against any costs, losses, expenses, claims, liabilities, awards or damages in connection with or as a result of: any claims or proceedings by any Authority Transferring Employee or by their appropriate representative (aas defined in TUPE or any successor Legislation) Transferee will indemnify Transferor and hold Transferor harmless from made against the Authority at any liabilitytime arising out of or in connection with any acts or omissions of the Contractor or any Employing Sub-Contractor on or after the Relevant Vesting Day including, losswithout limitation, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or claims for breach of contract, loss of office, unfair dismissal, redundancy, sex or race discrimination, loss of earnings or otherwise (and all costs and expenses thereof); the Contractor's or any warranty of Transferee contained in this Agreement Employing Sub-Contractor's failure or in alleged failure to comply with its/their obligations to inform or consult or both with the Authority Transferring Employees or any other agreement, instrument, certificate employee of the Contractor or other document delivered any Employing Sub-Contractor or their employee or trade union representatives pursuant to TUPE or any successor Legislation; any measure or substantial change made or proposed to be made by Transferee pursuant hereto; (ii) a breach by Transferee the Contractor or any Employing Sub-Contractor in respect of the terms of employment or working conditions of any of its covenants the Authority Transferring Employees which is detrimental to any of the Authority Transferring Employees; any measure or agreements contained substantial change made or proposed to be made by the Contractor or any Employing Sub-Contractor in this Agreementrespect of the terms of employment or working conditions of any Expected Authority Employee, any other agreementperson who would been an Authority Transferring Employee and/or any person who would have transferred under TUPE and/or this Contract but for their resignation or decision to treat their employment as terminated under Regulation 4(9) of TUPE on or before the Relevant Vesting Day as a result of any such changes; a change in the identity of the employer of all or any of the Authority Transferring Employees where that change is a significant change and to the detriment of all or any of the Authority Transferring Employees; a change in the identity of the employer of any Expected Authority Employee, instrumentany person who would been an Authority Transferring Employee and/or any person who would have transferred under TUPE and/or this Contract but for their resignation or decision to treat their employment as terminated under Regulation 4(9) of TUPE on or before the Relevant Vesting Day as a result of the change of employer; the Contractor's failure to procure any Employing Sub-Contractor's compliance with paragraph 2.5 (Transfer of Employees from the Authority); or any breach by the Contractor of its undertakings under paragraphs 2.1 to 2.4 (Transfer of Employees from the Authority). Subject to paragraph 2.17 (Transfer of Employees from a Previous Contractor) the Contractor shall on the Relevant Vesting Day become the employer of the Previous Contractor Transferring Employees and whether or not by virtue of TUPE, certificate any successor Legislation or as a term of this Contract, all of the Previous Contractor's rights, duties, powers, liabilities and obligations in respect of any contract of employment with the Previous Contractor Transferring Employees still in force immediately before the Relevant Vesting Day (including but not limited to collective agreements with recognised unions) shall transfer to the Contractor and the Contractor shall comply with all the requirements and obligations which TUPE, or any successor Legislation or any Employment Codes of Practice or other document delivered relevant Government guidance imposes on a transferee both before and after a Relevant Transfer whether or not as a matter of law TUPE or any successor Legislation applies. Save in relation to any benefit under the Scheme or any other occupational pension scheme (as applicable) for old age, invalidity or survivors, the Contractor shall treat the date of commencement of continuous employment of the Previous Contractor Transferring Employees with the Previous Contractor as the date of commencement of continuous employment with the Contractor. The Authority shall use reasonable endeavours to ensure that all salaries and other emoluments (but excluding leave entitlement) including tax and national insurance payments, contributions to retirement benefit schemes, allowances, expenses and bonus and commission payments relating to the Previous Contractor Transferring Employees and appertaining to the period up to the Relevant Vesting Day shall be borne by Transferee the Previous Contractor. All salaries and other emoluments relating to the Previous Contractor Transferring Employees and appertaining to the period from and including the Relevant Vesting Day shall be borne by the Contractor. No later than three (3) months after the Relevant Vesting Day, the Contractor shall pay to any Previous Contractor a sum equal to the outstanding balance on the Relevant Vesting Day of any loan, salary, advance or other indebtedness of any Previous Contractor Transferring Employee due to the Previous Contractor immediately prior to the Relevant Vesting Day, and it is hereby declared that the rights and liabilities in respect of such loans, salary, advances or indebtedness transfer from the Previous Contractor to the Contractor on the Relevant Vesting Day. If the Previous Contractor Transferring Employees or any of them transfer to any Employing Sub-Contractor by virtue of the operation of TUPE, any successor Legislation or otherwise, the Contractor shall procure that such employer of the Previous Contractor Transferring Employees shall comply with and discharge the obligations of the Contractor set out in paragraph 2.13 to 2.16 (Transfer of Employees from a Previous Contractor). No less than one (1) month prior to the Relevant Vesting Day, the Authority shall provide the Contractor with the information listed in Part 2 of Appendix 2 (Employee Information) of this Schedule 7 (TUPE, Employees and Pensions) together with the Employee Liability Information in respect of the Previous Contractor Transferring Employees to the extent that such information and Employee Liability information has been provided to the Authority by the Previous Contractor. The Authority shall provide the Contractor with any update to the information provided under paragraph 2.18 (Transfer of Employees from a Previous Contractor) as soon as is reasonably practicable to the extent that updates have been provided to the Authority by the Previous Contractor. The Authority does not warrant the accuracy of the information provided under paragraph 2.18 (Transfer of Employees from a Previous Contractor) or as updated. Save in relation to any benefit under the Scheme for old age, invalidity or survivors, but subject to paragraph 3 (Pensions), the Contractor shall indemnify and keep indemnified the Authority against any costs, losses, expenses, claims, liabilities, awards or damages in connection with or as a result of: any claims or proceedings by any Previous Contractor Transferring Employees or by their appropriate representative (as defined in TUPE or any successor Legislation) made against the transactions contemplated Authority at any time arising out of or in connection with any acts or omissions of the Contractor or any Employing Sub-Contractor on or after the Relevant Vesting Day including, without limitation, claims for breach of contract, loss of office, unfair dismissal, redundancy, sex or race discrimination, loss of earnings or otherwise (and all costs and expenses thereof); the Contractor's or any Employing Sub-Contractor's failure or alleged failure to comply with its/their obligations to inform or consult or both with the Previous Contractor Transferring Employees or any other employee of the Contractor or any Employing Sub-Contractor or their employee or trade union representatives pursuant to TUPE or any successor Legislation; any measure or substantial change made or proposed to be made by this Agreement; the Contractor or (iii) any Claim Employing Sub-Contractor in respect of the terms of employment or legal proceedings with respect working conditions of any of the Previous Contractor Transferring Employees which is detrimental to any Containers relating of the Previous Contractor Transferring Employees; any measure or substantial change made or proposed to be made by the Contractor or any period after Employing Sub-Contractor in respect of the Closing Date with respect terms of employment or working conditions of any person who would have been a Previous Contractor Transferring Employee and/or any person who would have transferred under TUPE and/or this Contract but for their resignation or decision to treat their employment as terminated under Regulation 4(9) of TUPE on or before the Relevant Vesting Day as a result of any such Containers. Upon payment changes; a change in the identity of such indemnity, Transferee shall be subrogated to the indemnitee's rights against employer of all or any third parties respecting of the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if Previous Contractor Transferring Employees where that change is a significant change and to the extent Transferor is indemnified and fully compensated for its claim by detriment of all or any of the Previous Contractor Transferring Employees; a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) change in the incorrectness identity of the employer of any representation person who would have been a Previous Contractor Transferring Employee and/or any person who would have transferred under TUPE and/or this Contract but for their resignation or breach decision to treat their employment as terminated under Regulation 4(9) of TUPE on or before the Relevant Vesting Day as a result of the change of employer; the Contractor's failure to procure any warranty Employing Sub-Contractor's compliance with paragraph 2.17 (Transfer of Cronos Employees from a Previous Contractor); or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any the Contractor of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or undertakings under paragraphs 2.13 to 2.16 (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims Transfer of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the ClaimsEmployees from a Previous Contractor). (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will The Borrower agrees to defend, protect, indemnify Transferor and hold Transferor harmless the Lender and each of its Affiliates and each of its and its Affiliates' directors, officers and employees (collectively, the "Idemnitees") from and against any liabilityand all liabilities, lossobligations, cost or expense losses ("Claim"other than loss of profits), including reasonable attorneys' damages, penalties, fees, which shall result from (i) the incorrectness actions, judgments, suits, claims, costs, expenses and disbursements of any representation kind or breach nature whatsoever (excluding any taxes and including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any warranty investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which any of Transferee contained in them may incur and reasonably pay arising out of or relating to this Agreement or in any other agreement, instrument, certificate the Note or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; hereby or (iii) thereby or the direct or indirect application or proposed application of the proceeds of any Claim or legal proceedings Advance, provided, however, the Borrower shall have no obligation to an Indemnitee hereunder with respect to any Containers relating to any period after matter caused solely by or resulting solely from the Closing Date with respect to such Containers. Upon payment willful misconduct or gross negligence of such indemnityIndemnitee. The Borrower, Transferee upon demand by the Lender, shall be subrogated to the indemnitee's rights against reimburse each Indemnitee for any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate legal or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor expenses incurred in connection with the transactions contemplated by this Agreement; investigating or (iii) defending any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment foregoing except if the same is directly due to the willful misconduct or gross negligence of such indemnityIndemnitee. If the undertaking to indemnify, Cronos pay and hold harmless set forth in this Section 6.04 may be unenforceable because it is violative of any law or Transferorpublic policy, as the case may beBorrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") payment and satisfaction of the assertion of all liabilities, obligations, losses, damages, penalties, fees, actions, judgments, suits, claims, costs, expenses or disbursements incurred by any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceIndemnitee.

Indemnities. (a) Transferee will SELLER shall release, protect, defend, indemnify Transferor and hold Transferor harmless BUYER and its parent, subsidiary and affiliated companies, BUYER’s other contractors and subcontractors of all tiers and its and all of their respective officers, directors, members, employees, agents, invitees, assignees, representatives and the subrogees of all said parties (referred to as “BUYER GROUP”) and the CLIENT from and against any liability, loss, cost cost, claim, obligation to indemnify another arising out of these T&C or expense of any PO issued pursuant hereto, suit, judgment, subrogation action, award or damage ("Claim"), including reasonable attorneys' attorney’s fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreementcase of illness, instrumentinjury or death to SELLER and its parent, certificate subsidiary and affiliated companies, SELLER’s subcontractors and vendors of all tiers and its and all of their respective officers, directors, members, employees, invitees, permitted assignees, representatives and the subrogees of all said parties (referred to as “SELLER GROUP”) and in any case of loss or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect damage to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment member of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) SELLER GROUP’s property arising out or relating to the provision of the GOODS and/or SERVICES furnished under these T&C and REGARDLESS OF WHETHER CAUSED OR BROUGHT ABOUT BY ANY MEMBER OF BUYER GROUP'S OR THE CLIENT'S NEGLIGENCE (INCLUDING ACTIVE, PASSIVE, SOLE, JOINT OR CONCURRENT NEGLIGENCE), THE UNSEAWORTHINESS OF ANY VESSEL, THE BUYER shall release, protect, defend, indemnify and hold harmless all members of SELLER GROUP from and against any period prior loss, cost, claim, obligation to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or indemnify another arising out of Transferorthese T&C, suit, judgment, subrogation action, award or damage (including reasonable attorney's ownershipfees) in any case of Illness, management, disposition injury or sale death to any member of BUYER GROUP and in any case or loss or damage to any member of BUYER GROUP’S property arising out or relating to the provision of the ContainersGoods furnished under these T&C and REGARDLESS OF WHETHER CAUSED OR BROUGHT ABOUT BY ANY MEMBER OF SELLER GROUP’S NEGLIGENCE (INCLUDING ACTIVE, PASSIVE, SOLE, JOINT OR CONCURRENT NEGLIGENCE), THE UNSEAWORTHINESS OF ANY VESSEL, THE UNAIRWORTHINESS OF ANY AIRCRAFT OR ANY OTHER THEORY OF LEGAL LIABILITY, INCLUDING BREACH OF WARRANTY, BREACH OF CONTRACT, STRICT LIABILITY AND INCLUDING PRE-EXISTING CONDITIONS. Upon payment of such indemnityNotwithstanding the foregoing, Cronos or Transferor, as the case may be, SELLER shall be subrogated liable in any case of loss or damage to Transferee's rights against property and in any third parties respecting case of injury or death to any person where such loss, damage, injury or death is caused or contributed to by any defect in the ClaimsGOODS furnished. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee Buyer will indemnify Transferor and hold Transferor Seller and FSI harmless from any liability, loss, cost or expense ("“Claim"”), including reasonable attorneys' ’ fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee Buyer contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee Buyer pursuant hereto; or (ii) a breach by Transferee Buyer of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee Buyer in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee Buyer shall be subrogated to the indemnitee's ’s rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee Buyer shall not be required to indemnify Transferor Seller if and to the extent Transferor Seller is indemnified and fully compensated for its claim Claim by a third party. (b) Cronos FSI and Transferor Seller jointly and severally will indemnify Transferee and hold Transferee Buyer harmless from any claimClaim, including reasonable attorneys' ’ fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos FSI or Transferor Seller contained in this Agreement or in any certificate or other document delivered by Cronos FSI or Transferor Seller pursuant hereto; (ii) a breach by Cronos FSI or Transferor Seller of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos FSI or Transferor Seller in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor Seller or other third parties based upon or arising out of Transferor's Seller’s ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos FSI or TransferorSeller, as the case may be, shall be subrogated to Transferee's Buyer’s rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "“Indemnified Party"”) shall give prompt notice to the party from whom such indemnification is sought (the "“Indemnifying Party"”) of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify indemnification may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceprejudice thereby). The Indemnifying Party may, at its expense, participate in or assume the defense of any such action, suit or proceeding involving a third party; provided, however, that such defense is conducted with counsel mutually satisfactory to the Indemnified Party and the Indemnifying Party. The Indemnified Party and the Indemnifying Party shall consult with each other regarding the conduct of such defense. The Indemnified Party shall have the right (but not the duty) to participate in the defense thereof, and to employ counsel, at its own expense (except that the Indemnifying Party shall pay the fees and expenses of such counsel to the extent the Indemnified Party reasonably concludes that there is a conflict of interest between the Indemnified Party and the Indemnifying Party), separate from counsel employed by the Indemnifying Party in any such action. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party if the Indemnifying Party has not assumed the defense thereof. Whether or not the Indemnifying Party chooses to defend or prosecute any Claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend at such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Indemnifying Party shall not be liable under Sections 21(a) or 21(b) for any settlement effected without its written consent (as contemplated above) for any Claim, litigation or proceeding in respect of which indemnity may be sought hereunder. No Claim for indemnification, except Claims based on (i) a breach of the representations contained in Section 5.07 hereof or (ii) the assessment of taxes, interests or penalties contemplated in Section 7.02 hereof, may be first initiated or asserted by any Indemnified Party against any Indemnifying Party after December 31, 2006. (d) Each of the parties (i) acknowledges that under the Lease Agreements the owner of the Containers may be indemnified and insured for various liabilities, casualties and losses, and (ii) agrees that (as between Seller and Buyer) each party hereto shall be entitled to enforce and collect such indemnities and insurance directly from the indemnitor or insurer to the extent arising from a loss suffered by such party because of its interest, or prior interest, as owner of the Containers.

Indemnities. (a) Transferee will indemnify Transferor Subject to the other provisions of this Section 7, the Shareholder agrees to defend, indemnify, and hold Transferor Buyer, its successors and assigns, and its respective officers, directors, shareholders, agents and employees, harmless from and against, and promptly reimburse them for any liabilityand all losses, lossexpenses, cost damages, deficiencies, liabilities, payments, penalties, litigation, demands, defenses, judgments, proceedings, costs, obligations, settlement costs, and attorneys', accountants' and other professional advisors' fees (including costs of investigation and preparation) of any kind or expense nature whatsoever (collectively, "ClaimLosses"), including reasonable attorneys' feesdirectly or indirectly arising out of, which shall result from resulting from, relating to or in connection with any breach of, inaccuracy in, or nonperformance of, any representation, warranty, covenant, or agreement of (i) Gladstone contained in the incorrectness Merger Agreement or (ii) Shareholder contained in this Agreement. Shareholder is considered a direct indemnitor of Buyer and in no event shall Buyer be required to pursue any representation indemnity claim hereby against Gladstone or any other indemnitor. (b) Subject to the other provisions of this Section 7, Buyer agrees to defend, indemnify, and hold Shareholder, her heirs, successors, assigns and agents, harmless from and against, and promptly reimburse her for, any and all Losses directly or indirectly arising out of, resulting from, relating to or in connection with any breach of, inaccuracy in, or nonperformance of, any representation, warranty, covenant, or agreement of any warranty of Transferee Buyer contained in this Agreement or the Merger Agreement. (c) Anything herein to the contrary notwithstanding, for purposes of the indemnity of Buyer by the Shareholder provided for in any subsection (a) of this Section 7: (i) as to the Shareholder together with all of the other agreementGladstone shareholders executing an agreement similar to this Agreement combined (collectively the "Gladstone Shareholders"), instrumentthe aggregate of all Losses that may be recovered against the Gladstone Shareholders pursuant to Section 7(a), certificate together with all Losses that may be recovered against Gladstone under or other document delivered pursuant to the Merger Agreement, shall not exceed $1,400,000 and such indemnity by Transferee pursuant hereto; the Gladstone Shareholders shall be applicable only to the extent the aggregate of all Losses exceed the sum of $100,000 (ii) the representations, warranties, covenants and agreements (other than those in Section 6, 7 (to the extent only that a breach claim for indemnity has been asserted by Transferee Buyer, by notice to the Shareholder prior to the first anniversary of the Closing Date), 8 and 10 through 21) of the Shareholder contained in this Agreement shall not survive past the first anniversary of the Closing Date; and (iii) the indemnity provided in subsection (a) of this Section 7, as hereinabove limited, shall be the sole remedy of Buyer against the Shareholder with respect to any breach, inaccuracy or nonperformance of any representation, warranty, covenant or agreement of its covenants or agreements the Shareholder contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or subject to Section 10 hereof. (iiid) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement herein to the contrary notwithstanding, Transferee for purposes of the indemnity of Shareholder by Buyer provided for in subsection (b) of this Section 7: (i) as to all Gladstone Shareholders the aggregate of all Losses that may be recovered by the Gladstone Shareholders collectively pursuant to Section 7(b) shall not exceed $1,400,000, together with all Losses that may be required recovered against Buyer under or pursuant to indemnify Transferor if the Merger Agreement, and such indemnity by Buyer shall be applicable only to the extent Transferor is indemnified the aggregate of all Losses exceed $100,000; (ii) the representations, warranties, covenants and fully compensated agreements (other than those in Sections 6, 7 (to the extent only that a claim for its claim indemnity has been asserted by a third party. (b) Cronos Shareholder, by notice to Buyer prior to the first anniversary of the Closing Date), 8, 9 and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim10 through 21), including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor Buyer contained in this Agreement shall not survive past the first anniversary of the Closing Date; and (iii) the indemnity provided in subsection (b) of this Section 7, as hereinabove limited, shall be the sole remedy of Shareholder against Buyer with respect to any breach, inaccuracy or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor nonperformance of any representation, warranty, covenant or agreement of its covenants or agreements Buyer contained in this Agreement, subject to Section 9 hereof. (e) The defense of any other agreement, instrument, certificate indemnity claimed herein shall be governed as follows: (i) If any of the persons entitled to indemnification hereunder (the "Indemnitee") receives notice of any claim or other document delivered by Cronos commencement of any action or Transferor in connection with the transactions contemplated by this Agreement; or proceeding (iiian "Asserted Liability") any Claim or legal proceedings with respect to any Containers which another person (or any part thereofthe Indemnitor") arising or relating is obligated to any period prior provide indemnification pursuant to this Section 7, the Indemnitee shall promptly notify the Indemnitor, describing the Asserted Liability in reasonable detail and including indicating the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale amount (which may be estimated) of the Containers. Upon payment of such indemnityloss, Cronos expense, damage, liability, or Transferor, as obligation that has been or may be asserted by the case may be, shall be subrogated to Transferee's rights Indemnitee against any third parties respecting the ClaimsIndemnitor. (cii) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") The failure of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure Indemnitee to give such notice shall relieve not result in a loss of the Indemnifying Party Indemnitee's right to indemnification under this Section 7 unless such failure prejudices the Indemnitor's ability to defend against the Asserted Liability. (iii) No settlement or compromise of an Asserted Liability may be made by the Indemnitee without the written consent of the Indemnitor. (iv) If the Indemnitor so elects, the Indemnitor, at the Indemnitor's expense, shall assume the defense of the Asserted Liability and shall have the right to settle or compromise the same, except that if the Indemnitee (upon the advice of counsel) reasonably objects to such assumption on the ground that there may be legal defenses available to the Indemnitee that are different from or in addition to those available to the Indemnitor, then the Indemnitee shall have the right to employ separate counsel approved by the Indemnitor. (v) If the Indemnitor assumes the defense of the Asserted Liability, the Indemnitor shall not be liable for the fees and expenses of the Indemnitee's counsel incurred thereafter in connection with the Asserted Liability. (vi) In no event shall the Indemnitor be liable for the fees and expenses of more than one counsel for any, some or all Indemnities in any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, unless in the reasonable opinion of such counsel, there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any liability hereunder two Indemnitees. (except to the extent the Indemnifying Party has suffered actual prejudicef) THE INDEMNIFICATION PROVIDED IN THIS SECTION 7 SHALL BE APPLICABLE WHETHER OR NOT ANY NEGLIGENCE OF THE INDEMNITEE IS ALLEGED OR PROVEN. INDEMNITEE SHALL TAKE REASONABLE ACTIONS TO MITIGATE ANY DAMAGES UPON BECOMING AWARE OF ANY EVENT GIVING RISE TO A BREACH ON THE PART OF THE INDEMNITOR.

Indemnities. (a) Transferee will Each Borrower shall immediately on demand indemnify Transferor and hold Transferor harmless from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights Issuing Bank against any third parties respecting cost, loss or liability incurred by the Claims. Anything contained Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in this Agreement to acting as the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim Issuing Bank under any Letter of Credit or Bank Guarantee requested by a third partythat Borrower. (b) Cronos and Transferor jointly and severally will Each Lender shall (according to its Proportion) immediately on demand indemnify Transferee and hold Transferee harmless from the Issuing Bank against any claimcost, including reasonable attorneys' fees, which shall result from loss or liability incurred by the Issuing Bank (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered otherwise than by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale reason of the Containers. Upon payment of such indemnity, Cronos Issuing Bank’s gross negligence or Transferor, wilful misconduct) in acting as the case may be, shall be subrogated Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to Transferee's rights against any third parties respecting the Claimsa Finance Document). (c) A party seeking indemnification pursuant If any Lender is not permitted (by its constitutional documents or any applicable law) to Sections 21(a) or comply with paragraph (b) above above), then that Lender will not be obliged to comply with paragraph (an "Indemnified Party"b) and shall give prompt notice instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the party Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from whom such indemnification is sought the Agent, that Lender shall pay to the Agent (for the "Indemnifying Party") account of the assertion Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above. (d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Claim, or Lender for any payment it makes to the commencement of any action, suit or proceeding, Issuing Bank under this Clause 7.5 (Indemnities) in respect of which indemnify may be sought hereunder that Letter of Credit or Bank Guarantee. (e) The obligations of each Lender under this Clause are continuing obligations and will give extend to the Indemnifying Party such information ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part. (f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including: (i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person; (ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group; (iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect thereto as the Indemnifying Party may reasonably request; but no of any instrument or any failure to give such notice shall relieve realise the Indemnifying Party full value of any liability hereunder security; (except to iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the extent the Indemnifying Party has suffered actual prejudicemembers or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person; (v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security; (vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or (vii) any insolvency or similar proceedings.

Indemnities. 12.1 The Lessee shall indemnify, hold harmless and compensate the Lessor upon demand for any and all losses, claims, costs (including reasonable legal costs), charges and expenses (including on account of funds borrowed, contracted for or used to fund any amount payable by the Lessor in connection with the purchase of any Goods for purposes of leasing same to the Lessee under a Lease Agreement including Break Costs) incurred by the Lessor, or any Financier, and their respective employees, directors, shareholders, agents, representatives and affiliates in connection with or arising as a direct or indirect result of: a) Transferee will indemnify Transferor and hold Transferor harmless from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee the Lessee of any of its covenants or agreements contained in obligations under this Agreement, a Lease Agreement, Purchase Documentation, or any other agreement, instrument, certificate or other document delivered agreement entered into by Transferee the Lessee in connection with the transactions contemplated leasing of the Goods hereunder (collectively, the “Transaction Documents”) or any Transaction Document being void, voidable or unenforceable for any reason; b) the purchase, sale, acceptance, rejection, delivery, ownership, non-delivery, lease, transport, possession, repossession, operation, location, condition, use or non-use, control, maintenance, replacement storage, preparation, installation, testing, manufacture, design, modification, alteration, repair, Reconfiguration, loss, theft, damage, confiscation, destruction, disposition or existence of any Encumbrance (other than any Encumbrance attributable to the Lessor) on any item of Goods; c) a person being injured or killed or property being damaged directly or indirectly by this Agreementthe Goods or their use; d) a claim by any person that the Goods or their use by any person infringes another person’s trademark, copyright, patent or other intellectual property right (provided the Lessor reasonably cooperates in pursuing any claims against or indemnities from the manufacturer of the Goods); or e) the existence of any Contaminants in relation to the Goods or (iii) any Environmental Claim or legal proceedings with respect Environmental Loss. 12.2 Notwithstanding the foregoing, no indemnitee shall be entitled to any Containers relating to indemnification under clause 12.1 for any period after the Closing Date with respect to such Containers. Upon payment of such indemnityloss, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstandingclaim, Transferee shall not be required to indemnify Transferor if and cost, charge or expense to the extent Transferor is indemnified and fully compensated for its claim by a third partyattributable to such indemnitee’s own negligence or willful misconduct. (b) Cronos 12.3 Each indemnity is a continuing obligation, separate and Transferor jointly independent from the Lessee’s other obligations. Each indemnity continues after a Lease Agreement ends or is terminated for events occurring during the term of the Lease Agreement and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) it is not necessary for the incorrectness Lessor to incur expense or make a payment before the Lessor enforces a right of indemnity. 12.4 The indemnified party must provide Lessee with prompt written notice of any representation or breach claims, losses, costs, charges and expenses for which it claims indemnity, must allow Lessee to control the defense of any warranty such actions, and must reasonably cooperate, at Lessee’s expense, in the defense of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor such actions. In the event the Lessee elects to control the defense of any such actions, it shall keep the indemnified party fully informed of its covenants or agreements contained in this Agreementprogress, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor take into account the views and wishes in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period conduct of such actions and must obtain the indemnified party’s written consent prior to and including filing or issuing any documents in the Closing Date, including Claims of limited partners in Transferor indemnified party’s name or other third parties based upon on its behalf (with such consent not to be unreasonably withheld or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsdelayed). (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will indemnify Transferor Purchaser agrees to indemnify, defend and hold Transferor harmless Seller and Seller Agents from and against any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from and all Claims arising: (i) from the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant heretoPurchaser; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with from the transactions contemplated by this AgreementAssumed Liabilities; or (iii) any Claim on or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect Effective Date, in any way connected with, attributable to, or resulting from Purchaser's ownership or operation of, or activities on, the Assets, including, but not limited to, Claims for damage to property or injury or death to persons, Claims for breach of duties and obligations arising under or by virtue of any lease, contract, agreement, permit, applicable statute or rule. Purchaser's obligations to indemnify, defend and hold harmless, as set forth above, shall also specifically extend to all such Containers. Upon payment of such indemnityclaims, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstandingREGARDLESS OF WHETHER ATTRIBUTABLE, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyIN WHOLE OR IN PART TO, CLAIMS WHICH ARE KNOWN OR UNKNOWN, CLAIMS ARISING FROM THE SOLE, JOINT, CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, PRODUCTS LIABILITY, OR OTHER FAULT OR RESPONSIBILITY OF SELLER, SELLER'S AGENTS OR ANY OTHER PERSON, AND REGARDLESS WHETHER OR NOT SUCH CLAIMS AROSE PRIOR TO THE EFFECTIVE DATE OR RELATE TO CONDITIONS THAT EXISTED PRIOR TO THE EFFECTIVE DATE. (b) Cronos Except as otherwise set forth herein and Transferor jointly and severally will indemnify Transferee except for the Assumed Liabilities, Seller agrees to indemnify, defend and hold Transferee harmless harmless, Purchaser and Purchaser's Agents from and against any claim, including reasonable attorneys' fees, which shall result from and all Claims arising: (i) from the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant heretoSeller; (ii) a breach by Cronos arising from or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreementrelated to Excluded Assets; or (iii) any Claim arising from or legal proceedings with respect related to any Containers Retained Matters; (or any part thereofiv) arising or relating to any period prior to and including before the Closing Effective Date, including in any way connected with, attributable to, or resulting from the ownership or operation of, or activities on the Assets, including, but not limited to, Claims for damage to property or injury or death to persons, Claims for breach of limited partners in Transferor duties and obligations arising under or other third parties based upon by virtue of any lease, contract, agreement, permit, applicable statute or arising out of Transferorrule; and (v) any obligations or liabilities retained by Seller. Seller's ownershipobligations to indemnify, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferordefend and hold harmless, as the case may beset forth above, shall be subrogated also specifically extend to Transferee's rights against any third parties respecting the Claimsall such claims, REGARDLESS OF WHETHER ATTRIBUTABLE, IN WHOLE OR IN PART TO, CLAIMS WHICH ARE KNOWN OR UNKNOWN, CLAIMS ARISING FROM THE SOLE, JOINT, CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, PRODUCTS LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, PURCHASER'S AGENTS OR ANY OTHER PERSON. (c) A party Any claim for indemnity under any provision of this Agreement, including Sections 4.5 and 9.3, shall be made by written notice from the Party seeking indemnification pursuant to Sections 21(a) or (b) above (an the "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought Party required to provide same (the "Indemnifying Party") of the assertion ), together with a written description of any Claimthird person claim against the Indemnified Party, or stating the commencement nature and basis of any actionsuch claim and, suit or proceedingif ascertainable, in respect of which indemnify may be sought hereunder and will give the amount thereof. The Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give shall have a period of thirty (30) days after receipt of such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudicewithin

Indemnities. (a) Transferee will The Borrowers hereby agree to indemnify Transferor and hold Transferor harmless from the Lender on demand against any liability, loss, cost loss or expense ("Claim"), including reasonable attorneys' fees, which shall result from the Lender or a branch or an Affiliate of the Lender actually incurs as a consequence of: (i) any default in payment or prepayment of the incorrectness principal amount of any representation Revolving Advance made to it or breach any portion thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of any warranty of Transferee contained in this Agreement payment or in any other agreementprepayment, instrument, certificate or other document delivered by Transferee pursuant heretootherwise); (ii) a breach by Transferee the effect of the occurrence of any Event of its covenants Default upon any Revolving Advance made to it; (iii) the payment or agreements contained in this Agreementprepayment of the principal amount of any Revolving Advance made to it or any portion thereof, on any day other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreementthan a Funding Date; or (iiiiv) the failure by the Borrowers to accept a Revolving Advance after it has requested such borrowing, conversion or renewal; in each case including, but not limited to, any Claim loss or legal proceedings expense sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Revolving Advance or any portion thereof; provided, however, that so long as no Event of Default is continuing, no payment shall be made with respect to any Containers relating loss or expense that is being contested in good faith by the Borrower. The Lender shall provide to the Borrowers a statement, supported when applicable by documentary evidence, explaining the amount of any period after the Closing Date with respect to such Containers. Upon payment of such indemnityloss or expense it incurs, Transferee which statement shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyconclusive absent manifest error. (b) Cronos and Transferor jointly and severally will The Borrowers hereby agree to indemnify Transferee and hold Transferee harmless the Lender, the Program Manager and their respective Affiliates, (together with their respective directors, officers, agents, representatives, shareholders, lenders, counsel and employees, each an “Indemnified Party”), from and against any claimand all losses, claims, damages, costs, expenses (including reasonable attorneys' feescounsel fees and disbursements) and liabilities which are actually incurred by such Indemnified Party arising out of the commitments hereunder to make the Revolving Advances, which shall result from or the financings contemplated hereby, the other Documents, the Collateral (i) including, without limitation, the incorrectness use thereof by any of such Persons or any other Person, the exercise by the Lender of rights and remedies or any power of attorney with respect thereto, and any action or inaction of the Lender under and in accordance with any Documents), the use of proceeds of any representation financial accommodations provided hereunder, any investigation, litigation or breach other proceeding (brought or threatened) relating thereto, or the role of any warranty of Cronos such Person or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor Persons in connection with the transactions contemplated foregoing, whether or not any Indemnified Party is named as a party to any legal action or proceeding (“Claims”). The Borrowers will not, however, be responsible to any Indemnified Party hereunder for any Claims to the extent that a court having jurisdiction shall have determined by this Agreement; a final nonappealable judgment that any such Claim shall have arisen out of or resulted directly and principally from (i)(1) actions taken or omitted to be taken by such Indemnified Party by reason of the bad faith, willful misconduct or gross negligence of any Indemnified Party, or (iii2) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion violation of any Claim, law or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying regulation applicable to such Indemnified Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent that such violation is attributable to any breach of any representation, warranty or agreement by or on behalf of any Borrower or any of its designees, in each case, as determined by a final nonappealable decision of a court of competent jurisdiction), or (ii) a successful claim by a Borrower against such Indemnified Party (“Excluded Claims”). The Indemnified Party shall give the Indemnifying Borrowers prompt Written Notice of any Claim setting forth a description of those elements of the Claim of which such Indemnified Party has suffered actual prejudiceknowledge. The Lender, as an Indemnified Party, shall be permitted hereunder to select counsel to defend such Claim with the consent of the Borrowers, such consent not to be unreasonably withheld, at the expense of the Borrowers and, if such Indemnified Party shall decide to do so, then all such Indemnified Parties shall select the same counsel to defend such Indemnified Parties with respect to such Claim; provided, however, that if any such Indemnified Party shall in its reasonable opinion consider that the retention of one joint counsel as aforesaid shall result in a conflict of interest, such Indemnified Party may, at the expense of the Borrower, select its own counsel to defend such Indemnified Party with respect to such Claim. The Indemnified Parties and the Borrowers and their respective counsel shall cooperate with each other in all reasonable respects in any investigation, trial and defense of any such Claim and any appeal arising therefrom.

Indemnities. (a) Transferee will Each Borrower shall immediately on demand indemnify Transferor and hold Transferor harmless from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights Issuing Bank against any third parties respecting cost, loss or liability incurred by the Claims. Anything contained Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in this Agreement to acting as the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim Issuing Bank under any Letter of Credit or Bank Guarantee requested by a third partythat Borrower. (b) Cronos and Transferor jointly and severally will Each Lender shall (according to its Proportion) immediately on demand indemnify Transferee and hold Transferee harmless from the Issuing Bank against any claimcost, including reasonable attorneys' fees, which shall result from loss or liability incurred by the Issuing Bank (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered otherwise than by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale reason of the Containers. Upon payment of such indemnity, Cronos Issuing Bank’s gross negligence or Transferor, wilful misconduct) in acting as the case may be, shall be subrogated Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to Transferee's rights against any third parties respecting the Claimsa Finance Document). (c) A party seeking indemnification pursuant If any Lender is not permitted (by its constitutional documents or any applicable law) to Sections 21(a) or comply with paragraph (b) above above), then that Lender will not be obliged to comply with paragraph (an "Indemnified Party"b) and shall give prompt notice instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the party Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from whom such indemnification is sought the Agent, that Lender shall pay to the Agent (for the "Indemnifying Party") account of the assertion Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above. (d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Claim, or Lender for any payment it makes to the commencement of any action, suit or proceeding, Issuing Bank under this Clause 14.5 (Indemnities) in respect of which indemnify may be sought hereunder that Letter of Credit or Bank Guarantee. (e) The obligations of each Lender under this Clause are continuing obligations and will give extend to the Indemnifying Party such information ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part. (f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including: (i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person; (ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group; (iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect thereto as the Indemnifying Party may reasonably request; but no of any instrument or any failure to give such notice shall relieve realise the Indemnifying Party full value of any liability hereunder security; (except to iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the extent the Indemnifying Party has suffered actual prejudicemembers or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person; (v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security; (vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or (vii) any insolvency or similar proceedings.

Indemnities. (a) Transferee will indemnify Transferor CoreFiling hereby agrees to indemnify, defend and hold Transferor the Customer, its affiliates, and their respective officers, directors, employees, and agents ("Customer Indemnitees") harmless from and against and all liabilities, losses, damages, costs and expenses ("Losses") resulting from any liabilitysuit or action brought against the Customer Indemnitees due to any injuries suffered by CoreFiling employees except for injuries caused by negligence or intentional harm caused by Customer or its employees or agents. The Customer hereby agrees to indemnify and hold CoreFiling, lossits affiliates, cost and their respective officers, directors, employees, and agents ("CoreFiling Indemnitees") harmless from and against any and all Losses, and any attorney's fees and expenses relating to its defence resulting from any suit or expense action brought against any of the CoreFiling Indemnitees due to • any injuries suffered by Customer employees, except for injuries caused by negligence or intentional harm caused by CoreFiling or its employees or agents; or • infringement of any third party patent, copyright, trade secret or other intellectual property right due to the use by the CoreFiling Indemnitees of the Licensed Technology, the Intellectual Property Rights of the Customer claiming or covering the Licensed Technology, or any other information disclosed to CoreFiling by the Customer hereunder, provided that the CoreFiling Indemnitees shall follow the indemnification and confidentiality procedures as set forth in this Agreement. In addition, at CoreFiling's request, the Customer agrees to defend the CoreFiling Indemnitees against any of the foregoing suits or actions. If any claim or action is commenced against a party entitled to indemnification under this Section for Losses resulting from such claim or action (a "Claim"), such party shall give written notice to the other party within ten days of notice of such Claim. If the party receiving such notice is obligated under this Section to defend the such party against the Claim, then the indemnifying party shall take control of the defence and investigation of the Claim, using such attorneys and other assistance as it selects in its discretion. The indemnified party shall cooperate in all reasonable respects in such investigation and defence, including reasonable attorneys' feestrial and any appeals, provided that such party may also participate, at its own expense, in such defence. No settlement of a Claim that involves a remedy other than payment of money by indemnifying party shall be agreed to and entered without the consent of the indemnified party, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee consent shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyunreasonably withheld. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will 13.1 Gosling Creative Limited agrees to indemnify Transferor and hold Transferor save harmless and defend at its own expense the Customer from and against any liabilityand all claims of infringement of IP Rights affecting the Deliverables or the Services provided that the Customer: 13.1.1 has complied with its undertakings and obligations hereunder; and 13.1.2 has otherwise exercised a reasonable standard of care in preventing such infringement protecting the same failing which the Customer shall indemnify Gosling Creative Limited against all actions, lossproceedings, cost or expense ("Claim")costs, including reasonable attorneys' fees, which claims and expenses incurred in respect thereof. 13.2 The Customer undertakes that Gosling Creative Limited shall result from (i) the incorrectness be given prompt notice of any representation claim specified in clause 13.1 above that is made against the Customer and Gosling Creative Limited shall have the right to defend any such claims and make settlement thereof at its own discretion and the Customer shall give such assistance as ▇▇▇▇▇▇▇ Creative Limited may reasonably require to settle or breach oppose any such claims. 13.3 In the event that any such infringement occurs or may occur, Gosling Creative Limited may at its sole option and expense: 13.3.1 procure for the Customer the right to continue using the Deliverables or receiving the supply of the Services or infringing part thereof; 13.3.2 modify or amend the Deliverables or Services or infringing part thereof so that the same becomes non-infringing; or 13.3.3 replace the Deliverables or Services or infringing part thereof by other deliverables or services of similar capability; or 13.3.4 repay to the Customer an equitable portion of Charges relating to the infringing part of the Deliverables or Services. 13.4 The Customer undertakes fully and effectively to indemnify and keep indemnified at all times Gosling Creative Limited against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by ▇▇▇▇▇▇▇ Creative Limited directly or indirectly in respect of: 13.4.1 any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee the Customer of any of its covenants the provisions of this Agreement (including without limitation the warranties given in clause 8.3) or agreements contained in this Agreementof any law, any other agreement, instrument, certificate code or other document delivered by Transferee in connection with the transactions contemplated by regulation relating to this Agreement; or (iii) any Claim or legal proceedings and 13.4.2 work done in accordance with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness Customer’s specifications involving infringement of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the ClaimsIP Rights. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will indemnify Transferor The Consultant shall fully indemnify, protect and hold Transferor harmless defend at the Consultant's own expense, the Client and its agents and employees, from and against any liabilityand all actions, lossclaims, cost losses or expense ("Claim"), including reasonable attorneys' fees, which shall result from damages arising out of any violation by the Consultant or the Expert(s) of any (i) the incorrectness of any representation applicable law or breach of any warranty of Transferee contained in this Agreement regulations, or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee intellectual property rights of any third parties, such as copyright, industrial design, or patents in the course of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with performance of the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyServices. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from The Consultant shall: (i) indemnify, protect and defend, at the incorrectness Consultant's own expense, the Client, its agents and employees, from and against any and all actions, claims, losses or damages arising out of any representation the Consultant's failure to exercise the skill and care required under Clause 5.01(a) or breach of any warranty of Cronos its obligations under this Contract provided, however, the Consultant's liability under this Clause 5.11(b) shall be limited, to actions, claims, losses or Transferor contained in this Agreement damages directly caused by such failure to exercise the said care and skill or in any certificate breach, and shall not include liability for indirect or other document delivered by Cronos or Transferor pursuant hereto; consequential damages. (ii) a breach by Cronos or Transferor in addition to any liability the Consultant may have under subparagraph (i) at its own cost and expense, upon the request of any the Client, re-perform the relevant Services in the event of its covenants failure to exercise the care and skill required under Clause 5.01 (a) or agreements contained in this Agreementits breach; provided, any other agreementhowever, instrumentthat the Consultant shall have no liability for actions, certificate claims, losses or other document delivered damages occasioned by Cronos (a) the Client's having overridden a decision or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale recommendation of the Containers. Upon payment of Consultant or having required the Consultant to implement a decision or recommendation with which the Consultant did not agree and such indemnitydisagreement was communicated to the Client in writing, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party"the improper execution of the Consultant's instructions by agents, employees or independent contractors of the Client. In any event the Consultant's indemnity to the Client under this Clause 5.11(b) shall give prompt notice to not exceed the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, amount set out in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceAppendix I.

Indemnities. (a) Transferee will indemnify Transferor Subject to paragraphs (b) and hold Transferor (e), TowerCo indemnifies and keeps the Operator harmless from any liabilityand all claims, lossliabilities, cost or expense ("Claim")losses, including reasonable attorneys' feesdamages, which shall result from costs and expenses arising in connection with: (i) the incorrectness of any representation or TowerCo’s breach of any warranty term or condition of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant heretoSite Licence; or (ii) a breach by Transferee the negligence or wilful misconduct of any of TowerCo or its covenants Personnel or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee representatives in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyor any Site Licence. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless The maximum aggregate amount that the Operator may recover from any claimTowerCo, including reasonable attorneys' feeswhether by way of damages or otherwise, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in under this Agreement or and any Site Licence shall not in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsevent exceed USD[***]. (c) A party seeking indemnification Subject to paragraphs (d) and (e) the Operator indemnifies and keeps TowerCo harmless from any and all claims, liabilities, losses, damages, costs and expenses arising in connection with: (i) the negligence or wilful misconduct of the Operator or its Personnel or representatives in connection with this Agreement or any Site Licence; or (ii) the Operator’s breach of any term or condition of this Agreement or any Site Licence. (d) The maximum aggregate amount that TowerCo may recover from the Operator, whether by way of damages or otherwise (excluding, for the avoidance of doubt, any Lease Fees and reimbursed costs paid by the Operator under this Agreement) under this Agreement and any Site Licence shall not in any event exceed: (i) USD[***] for all claims made before the first (1st) anniversary of the Commencement Date, less any amounts recovered by TowerCo pursuant to Sections 21(aclaims made in any other period of the Term; (ii) USD[***] for all claims made on or after the first (1st) anniversary of the Commencement Date and before the second (2nd) anniversary of the Commencement Date, less any amounts recovered by TowerCo pursuant to claims made in any other period of the Term; (iii) USD[***] for all claims made on or after the second (2nd) anniversary of the Commencement Date and before the third (3rd) anniversary of the Commencement Date, less any amounts recovered by TowerCo pursuant to claims made in any other period of the Term; (iv) USD[***] for all claims made on or after the third (3rd) anniversary of the Commencement Date and before the fourth (4th) anniversary of the Commencement Date, less any amounts recovered by TowerCo pursuant to claims made in any other period of the Term; (v) USD[***] for all claims made on or after the fourth (4th) anniversary of the Commencement Date and before the fifth (5th) anniversary of the Commencement Date, less any amounts recovered by TowerCo pursuant to claims made in any other period of the Term; (vi) USD[***] for all claims made on or after the fifth (5th) anniversary of the Commencement Date and before the sixth (6th) anniversary of the Commencement Date, less any amounts recovered by TowerCo pursuant to claims made in any other period of the Term; (vii) USD[***] for all claims made on or after the sixth (6th) anniversary of the Commencement Date and before the seventh (7th) anniversary of the Commencement Date, less any amounts recovered by TowerCo pursuant to claims made in any other period of the Term; (viii) USD[***] for all claims made on or after the seventh (7th) anniversary of the Commencement Date and before the eighth (8th) anniversary of the Commencement Date, less any amounts recovered by TowerCo pursuant to claims made in any other period of the Term; and (ix) [***] for all claims made on or after the eighth (8th) anniversary of the Commencement Date and before the ninth (9th) anniversary of the Commencement Date and for each year thereafter of the Term, less any amounts recovered by TowerCo pursuant to claims made in any other period of the Term. (e) The maximum aggregate amounts set out in paragraphs (b) above and (an "Indemnified Party"d) shall give prompt notice do not limit either party’s liability in respect of: (i) any injury to, or disease or death of, any person caused by or arising out of any act or omission of a party or its Personnel; or (ii) any claim made by a third party asserting a breach of intellectual property rights in relation to the party from whom such indemnification is sought (Facilities and/or Sites, including in relation to the "Indemnifying Party") of the assertion design of any Claim, or Tower at the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceSites.

Indemnities. (a1) Transferee will indemnify Transferor Manager hereby agrees to indemnify, defend and protect Owner and its respective officers and directors (such persons collectively called the "INDEMNIFIED PARTIES" for the purposes of this Section XVIII.O(1)), and hold Transferor each of the Indemnified Parties harmless from any liabilityagainst all losses, lossdamages, cost or expense costs, expenses and liabilities ("Claim")including, including reasonable without limitation, attorneys' fees, which shall result from (ifees and expenses incurred in good faith and court costs) incurred by the incorrectness Indemnified Parties by reason of any representation claim or breach of demand being made upon or any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of action taken against any of its covenants the Indemnified Parties arising from Manager's gross negligence or agreements contained in this Agreement, any other agreement, instrument, certificate willful misconduct or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings fraud with respect to any Containers relating its duties and obligations under this Agreement. The Indemnified Parties shall, in good faith, endeavor to any period notify Manager in writing as to every such claim, demand or action against the Indemnified Parties within ten (10) Business Days after the Closing Date Indemnified Parties become aware that such claim or demand has been made or such action has been taken. A failure to notify Manager shall not limit Manager's liability under this Section XVIII.O(1) to the extent that such failure to notify does not adversely affect Manager's rights with respect to such Containers. Upon payment claim. (2) Owner hereby agrees to indemnify, defend and protect Manager and each of Manager's constituent partners and their respective officers and directors (each such indemnityperson collectively called the " INDEMNIFIED PARTIES" for the purposes of this Section XVIII.O(2)), Transferee shall be subrogated to and hold each of the indemnitee's rights Indemnified Parties harmless against all losses, damages, costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses incurred in good faith and court costs) incurred by the Indemnified Parties by reason of any claim or demand being made upon or any action taken against any third parties respecting of the Claims. Anything contained in this Agreement to the contrary notwithstandingIndemnified Parties arising from (I) any gross negligence or willful misconduct or fraud of Owner, Transferee shall not be required to indemnify Transferor if and except to the extent Transferor Manager or its Affiliate is responsible for such gross negligence or willful misconduct, or (II) any act taken or omission made by Manager in the performance of its obligations under this Agreement, which act or omission was not the result of Manager's gross negligence or willful misconduct or fraud. The Indemnified Parties shall, in good faith, endeavor to notify Owner in writing as to every such claim, demand or action against the indemnified and fully compensated for its parties within ten (10) Business Days after the Indemnified Parties become aware that such claim by a third partyor demand has been made or such action has been taken. A failure to notify Owner shall not limit Owner's liability under this Section XVIII.O(2) to the extent that such failure to notify does not adversely affect Owner's rights with respect to such claim. (b3) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claimNo person engaged as an independent contractor by Owner or Manager shall be considered an employee, including reasonable attorneys' feesservant, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate agent or other document delivered by Cronos Person that Owner or Transferor pursuant hereto; Manager (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, ) shall be subrogated obligated to Transferee's rights against any third parties respecting indemnify for the Claimspurposes of this Section XVIII. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee The Seller will indemnify Transferor and hold Transferor harmless from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness keep INVIBIO fully indemnified in respect of any representation and all damages, costs, claims, liabilities, expenses, losses (including consequential loss) and demands incurred by INVIBIO, directly or indirectly as a result of the Seller's breach of any warranty of Transferee the warranties and undertakings contained in this Agreement Clause 16 above or in any other agreementwarranties and conditions in respect of the Goods and/or Services (as the case may be), instrumentwhether express or implied, certificate by statute or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyotherwise. (b) Cronos Without prejudice to the foregoing, in the event of any employee of INVIBIO or any other person on INVIBIO premises being injured or otherwise suffering loss through any default or negligence on the Seller's part (including without prejudice to the generality of the foregoing any failure by the Seller or the Seller's agents, employees or sub-contractors to comply with any health and Transferor jointly and severally safety legislation or any regulations or code of practice thereunder) the Seller will indemnify Transferee and hold Transferee harmless from INVIBIO in respect of any claimaction, including reasonable attorneys' feescivil or criminal, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsresult. (c) A The Seller shall fully indemnify INVIBIO against any and all actions, costs, claims, liabilities, demands and expenses arising from or incurred by reason of any infringement of any third party seeking indemnification pursuant patent, registered design, trade mark, copyright or other industrial or commercial rights of a similar nature, by the use or sale of any goods or materials or Services supplied by the Seller (including Goods and Services) but this indemnity shall not apply to Sections 21(aGoods made to INVIBIO design or where the infringement results from the making up of goods or materials by INVIBIO. (d) or (b) above (an "Indemnified Party") shall give prompt notice to the party The Seller will indemnify INVIBIO against all loss, damage, costs, claims and expenses arising from whom such indemnification is sought (the "Indemnifying Party") any negligent acts and/or omissions of the assertion of any ClaimSeller's employees, agents, sub-contractors or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder representatives (except save to the extent that such loss, damage, costs, claims or expenses arise from negligent acts and/or omissions of INVIBIO employees, agents, sub-contractors and representatives). (e) The Seller undertakes to insure itself against any and all liability under this Contract and INVIBIO has the Indemnifying Party right to demand proof in writing that this insurance requirement has suffered actual prejudicebeen complied with. All monies received by the Seller under this clause are to be held in trust for INVIBIO.

Indemnities. (a) Transferee will 6.1 The Purchaser shall be liable for Obligations in respect of the Interests irrespective of when such Obligations are or were incurred and the Purchaser shall be entitled to all Benefits in respect of the Interests irrespective of when such Benefits accrue or accrued. 6.2 Save to the extent that account is taken thereof in the Working Capital Adjustment, 6.2.1 if any Obligations in relation to the Interests are incurred by the Seller after the Completion Date, the Purchaser shall reimburse and indemnify Transferor the Seller in respect thereof; and 6.2.2 if any Benefits in relation to the Interests are received by the Seller after the Completion Date, the Seller shall account to and reimburse the Purchaser in respect thereof. 6.3 Notwithstanding any other provision of this Agreement, the Purchaser covenants with the Seller that the Purchaser shall indemnify, defend and hold Transferor the Seller and its Affiliates harmless from against all and any liabilityEnvironmental Liabilities and/or Decommissioning Liabilities irrespective of when such liabilities are or were incurred, loss, cost regardless of whosoever is or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) was a licensee under the incorrectness relevant Licence or party under the relevant JOA or other relevant Interests Document and irrespective of any representation the negligence or breach of any warranty duty (statutory or otherwise) of Transferee contained the Seller or its Affiliates. 6.4 The rights and obligations in this Clause 6 shall not come into effect unless and until Completion takes place. 6.5 Any amount to be paid or reimbursed in accordance with this Clause 6 shall be paid or reimbursed within ten (10) Business Days of receipt thereof (or, in the case of Obligations in relation to the Interests, within ten (10) Business Days of receipt of notification from the Party which has incurred such Obligations) to the Seller’s Account or the Purchaser’s Account (as appropriate). 6.6.1 Under this Clause 6, if any Person not a party to this Agreement (a “Third Party”) shall notify a Party (the “Indemnified Party”) with respect to any claim that the Third Party intends to bring or has brought (a “Third Party Claim”) against the Indemnified Party and which gives rise or would give rise to a claim for indemnification against the other Party (the “Indemnifying Party”), then the Indemnified Party shall promptly (and in any other agreementevent within ten (10) Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing, instrumentgiving reasonably detailed particulars of the Third Party Claim. 6.6.2 The Indemnifying Party will have the right to (and shall, certificate or other document delivered if so requested in writing by Transferee pursuant hereto; the Indemnified Party) assume and conduct the defence of the Third Party Claim at its sole cost provided that the Indemnifying Party first indemnifies and holds harmless the Indemnified Party (iito the Indemnified Party’s reasonable satisfaction) against all costs and liabilities it may incur as a breach by Transferee result of allowing the Indemnifying Party the right to assume conduct of the Third Party Claim and provided that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of its covenants the Indemnified Party (not to be withheld unreasonably). 6.6.3 Unless and until an Indemnifying Party assumes the defence of the Third Party Claim as provided in Clause 6.6.2, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably deems appropriate at the cost of the Indemnifying Party. 6.6.4 Notwithstanding Clause 6.6.3, in no event will the Indemnified Party consent to the entry of any judgment or agreements contained in this Agreemententer into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably). 6.6.5 In the event of a Third Party Claim being made, any each Party, subject to the other agreement, instrument, certificate or other document delivered by Transferee Party agreeing to keep the same confidential and to use the same only in connection with the transactions contemplated Third Party Claim, agrees to provide to the other Party (and its authorised employees and its professional advisers) all material technical, legal and financial information reasonably necessary or conducive to the proper defence of the Third Party Claim. 6.7 In this Clause 6, “indemnity” means indemnity on an after tax basis. Such indemnity payments shall be treated as an adjustment to the Consideration. On “an after tax basis” for the purposes of this Clause 6.7 shall mean that in calculating the amount of an indemnity there shall be taken into account: 6.7.1 the amount by this Agreementwhich any liability for taxation of the party to be paid is actually increased as a result of the indemnity payment being received; or (iii) and 6.7.2 any Claim or legal proceedings with respect withholding tax suffered on the payment of indemnity payment so that if withholding tax is suffered, the payer shall pay such sum to any Containers relating to any period the payee as will, after the Closing Date deduction or withholding has been made, leave the payee with respect the same amount as it would have been entitled to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to receive in the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness absence of any representation such requirement to make a deduction or breach of any warranty of Cronos withholding and in the event that the payer becomes entitled to a credit or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, repayment in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice withholding tax, it shall relieve the Indemnifying Party of any liability hereunder (except pay to the extent payer such amount (not exceeding the Indemnifying Party has suffered actual prejudicecredits or repayment) as will leave the payee in no worse position than if the withholding had not been suffered. 6.8 The ascertainment of all Obligations and Benefits in relation to the Interests under this Clause 6 will be calculated on an Accruals Basis.

Indemnities. (a) Transferee will indemnify Transferor a. Licensee hereby agrees to indemnify, defend and hold Transferor Licensor, their hotels, partners, subsidiaries, affiliates, franchises, and allied companies and each of their officers, directors, agents, contractors, subcontractors and employees (collectively, "Indemnitees") harmless from and against any liabilityand all claims, lossliabilities, cost damages, fines penalties or expense costs of whatsoever nature ("Claim"), including reasonable attorneys' fees), which and whether or not occurring during the term hereof or occasioned or contributed to by the negligence of Licensor, a Hotel, or any agent or employee of the Indemnitees, or any of them (except as and to the extent otherwise prohibited by applicable law), arising out of or in any way connected with, and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise, arising out of or in any way connected with actions or omissions of Licensee under this Agreement. Licensee's representations, warranties, covenants agreements and licenses hereunder, the services provided by Licensee or any Licensees or other subcontractors, of Licensee hereunder or any related act of failure to act by Licensee, its agents, licensees, subcontractors, servants employees or invitees, including without limitation the use of the Licensed Area and any allegation that the Equipment or any part of them infringes any rights of any other person, including without limitation copyright, patent, trade secret, trademark, artist rights, droit moral, privacy, publicity or other intellectual property laws, whether or not occurring during the term hereof or occasioned or contributed to by the negligence of an Indemnitee or an agent or employee of the Indemnitees, or any of them (except as and to the extent prohibited by applicable law). In the event that any claim is made or any action or proceeding is brought against the Indemnitees, or any of them, arising out of or connected with this Agreement, any such Indemnitees may be notice to Licensee, elect to require Licensee, at Licensee's expense, to resist such claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior approval of such Indemnitee. b. If the Service's system or any part thereof, furnished by Licensee to the Hotels becomes, or in the opinion of Licensee may become, the subject of any claim, suit or proceeding for infringement of any United States patent or copyright, or in the event of an adjudication that such product or part infringes any United States patent or copyright, or if the use, lease or sale of such product or part is enjoined, Licensee shall result from elect and implement one of the following options at its expense: (1) procure for the Hotel the right under such patent or copyright to use, lease or sell, as appropriate, such system or part, or (2) replace, modify, or remove such system or part. If the Hotels or Licensor determines, in its sole discretion, that such replacement, modification, or removal of the system or part has a significant negative impact on the overall functioning of the Service, the Hotels or Licensor have the right to terminate this Agreement thirty (30) days after giving written notification to Licensee of such intention to terminate. In the event of such termination, Licensee agrees to remove the Service as provided herein. c. Licensee represents and warrants that (i) the incorrectness Client-Server Software does not contain any viruses, disabling code, or similar devices which are designed to damage the Hotel's data, software, or hardware, or to interfere with the Hotel's use of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreementthe Client Server-Software, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained the Client-Server Software will function substantially in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection accordance with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceits

Indemnities. (a) Transferee will Tenant, at Tenant’s expense, shall defend (with counsel satisfactory to Landlord), indemnify Transferor and hold Transferor harmless Landlord and Landlord’s agents, employees, invitees, licensees and contractors from and against any liabilitycost, lossclaim, cost action, liability or expense ("Claim"), including reasonable attorneys' fees, which shall result damage of any kind arising from (i) Tenant’s use and occupancy of the incorrectness of Property, Building, Premises and Additional Property for Parking, or any representation activity done or breach of any warranty of Transferee contained in this Agreement permitted by Tenant, in, on or in any other agreementabout the Property, instrumentBuilding, certificate or other document delivered by Transferee pursuant hereto; Premises and Additional Property for Parking, (ii) a any breach or default by Transferee of any Tenant of its covenants or agreements contained in obligations under this AgreementLease, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim negligent, tortious or legal proceedings with respect illegal act or omission of Tenant, its agents, employees, invitees, licensees or contractors. The obligations of Tenant under this paragraph shall survive the expiration or termination of this Lease. Nothing in this paragraph shall relieve Landlord from, or require Tenant to any Containers relating indemnify Landlord against, liability for damages to any period after property or injury to person caused by the Closing Date with respect to such Containersnegligence or willful misconduct of Landlord or its agents, employees or contractors. Upon payment of such indemnityAll property kept, Transferee stored or maintained in the Property, Building, Premises and/or the Additional Property for Parking shall be subrogated to at the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partysole risk of Tenant. (b) Cronos and Transferor jointly and severally will Landlord, at Landlord’s expense, shall defend, indemnify Transferee and hold Transferee harmless Tenant and Tenant’s agents, employees, invitees, licensees and contractors from and against any cost, claim, action, liability or damage of any kind arising from any claimnegligent, including reasonable attorneys' feestortious or illegal act or omission of Landlord, which its agents, employees, invitees, licensees and contractors. Landlord shall result not be liable to Tenant or any other person or entity for any damages arising from (i) the incorrectness any act or omission of any representation other tenant of the Property. The obligations of Landlord under this paragraph shall survive the expiration or breach termination of any warranty of Cronos or Transferor contained this Lease. Nothing in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, paragraph shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claimrelieve Tenant from, or require Landlord to indemnify Tenant against, liability for damages to property or injury to person caused by the commencement negligence or willful misconduct of any actionTenant or its agents, suit employees or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudicecontractors.

Indemnities. (a) Transferee will The Tenant and Landlord agree as follows: each shall indemnify Transferor and hold Transferor save the other harmless from and against any and all losses, claims, liability, lossexpenses and damages (other than consequential damages) which either directly or indirectly, cost in whole or expense ("Claim"), including reasonable attorneys' fees, which shall in part arise out of or result from (i) the incorrectness negligence or willful misconduct of either party, its agents, servants and employees (ii) any representation act or occurrence in or about the Premises, unless caused by the negligence or willful misconduct of the applicable party, its agents, servants, contractors or employees (iii) the breach of any warranty provision of Transferee contained in this Agreement Lease by either party or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants agents, servants, employees or agreements contained in this Agreementcontractors (iv) judgments, any other agreementcitations, instrument, certificate fines or other document delivered by Transferee in connection penalties rendered or assessed against one or the other (with the transactions contemplated by this Agreement; or (iiiexception of any claims under the applicable party's workmen's compensation insurance policy) any Claim or legal proceedings as a result of one of the party's failure to comply with respect to any Containers all federal, state and local laws, safety and health regulations relating to either party's use or occupation of the Premises. In connection therewith, both the Landlord and Tenant agree to give the other prompt notice of any period after the Closing Date with respect to such Containersviolation which may be asserted by a governmental agency. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required The Landlord and Tenant further agree to indemnify Transferor if the other from and to the extent Transferor is indemnified and fully compensated for its claim by a third party. against all costs, expenses (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or and other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor liabilities incurred in connection with any such indemnified claim or action and/or proceeding brought thereon. If the transactions contemplated by Landlord shall breach this Agreement; covenant and fail to reimburse the Tenant for such costs and expenses after written demand, the Tenant shall be allowed to offset the same against basic or (iii) any Claim or legal proceedings with respect additional rent. If the Tenant shall breach this covenant and fail to any Containers (or any part thereof) arising or relating to any period prior to reimburse the Landlord for such costs and including expenses after written demand, the Closing Date, including Claims of limited partners in Transferor or other third parties Landlord may declare a Default under this Lease based upon or arising out non-payment of Transferor's ownership, management, disposition or sale rent. Nothing contained above is intended to require indemnification for any property claim for which insurance is required to be maintained under the terms this Lease. The rights and obligations of the Containers. Upon payment Landlord and Tenant under this Paragraph 14 shall survive the expiration and/or earlier termination of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsthis Lease. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will Subtenant shall indemnify Transferor and hold Transferor save harmless Sublandlord, its partners, officers, directors, employees and agents, and the Landlord, its partners, officers, directors, employees and agents, from and against any liabilityand all damages, lossliabilities, cost costs and expenses that arise by reasons of injury to or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness death of any representation person or breach damage to or loss of property occurring on, in or about the Premises or Building by reason of any warranty claim of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee whatsoever nature of any person or party (other than Sublandlord) occasioned by any negligence or willful misconduct on the part of its covenants Subtenant, or agreements contained in by any employee, director, officer, servant, agent, contractor, invitee, guest, assignee or subtenant of Subtenant or by any breach, violation or nonperformance of any covenant of Subtenant under this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with Sublease. Subtenant’s obligation under this Section shall survive the transactions contemplated by termination of this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee Sublease and shall not be limited to the limits or coverage of insurance maintained or required to be maintained by Subtenant under this Sublease, except that Subtenant’s obligation under this Section shall not include or extend to any negligence or willful misconduct by Sublandlord. Sublandlord shall indemnify Transferor if and save harmless Subtenant, its officers, directors, employees and agents, from and against any and all damages, liabilities, costs and expenses that arise by reasons of injury to or death of any person or damage to or loss of property occurring on, in or about the Premises or Building by reason of any claim of whatsoever nature of any person or party (other than Subtenant) occasioned by any negligence or willful misconduct on the part of Sublandlord, or by any partner, employee, director, officer, servant, agent, contractor, invitee, guest, assignee or subtenant of Sublandlord or by any breach, violation or nonperformance of any covenant of Sublandlord under this Sublease. Sublandlord’s obligation under this Section shall survive the termination of this Sublease and shall not be limited to the extent Transferor is indemnified and fully compensated for its claim limits or coverage of insurance maintained or required to be maintained by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claimSublandlord under this Sublease, including reasonable attorneys' fees, which except that Sublandlord’s obligation under this Section shall result from (i) the incorrectness of any representation not include or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect extend to any Containers (negligence or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimswillful misconduct by Subtenant. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will Each Borrower shall within three Business Days of demand indemnify Transferor and hold Transferor harmless from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights Issuing Bank against any third parties respecting cost, loss or liability incurred by the Claims. Anything contained Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in this Agreement to acting as the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim Issuing Bank under any Letter of Credit requested by a third party(or on behalf of) that Borrower. (b) Cronos and Transferor jointly and severally will Each Lender shall (according to its L/C Proportion) immediately on demand indemnify Transferee and hold Transferee harmless from the Issuing Bank against any claimcost, including reasonable attorneys' fees, which shall result from loss or liability incurred by the Issuing Bank (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered otherwise than by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale reason of the Containers. Upon payment of such indemnity, Cronos Issuing Bank’s gross negligence or Transferor, wilful misconduct) in acting as the case may be, shall be subrogated Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by a Loan Party pursuant to Transferee's rights against any third parties respecting the Claimsa Loan Document). (c) A party seeking indemnification pursuant If any Lender is not permitted (by its constitutional documents or any applicable law) to Sections 21(a) or comply with paragraph (b) above above, then that Lender will not be obliged to comply with paragraph (an "Indemnified Party"b) and shall give prompt notice instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the party Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from whom such indemnification is sought the Administrative Agent, that Lender shall pay to the Administrative Agent (for the "Indemnifying Party") account of the assertion Issuing Bank) an amount equal to its L/C Proportion of the amount demanded. (d) The Borrower which requested (or on behalf of which the Loan Parties’ Agent requested) a Letter of Credit shall immediately on demand reimburse any Claim, or Lender for any payment it makes to the commencement of any action, suit or proceeding, Issuing Bank under this Section 2.46 in respect of which indemnify may be sought hereunder that Letter of Credit. (e) The obligations of each Lender or Borrower under this Section 2.446 to Section 2.49 are continuing obligations and will give extend to the Indemnifying ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part. (f) The obligations of any Lender or Borrower under this Section 2.446 to Section 2.49 will not be affected by any act, omission, matter or thing which, but for this Section 2.44 to Section 2.49, would reduce, release or prejudice any of its obligations under this Section 2.44 to Section 2.49 (without limitation and whether or not known to it or any other person) including: (i) any time, waiver or consent granted to, or composition with, any Loan Party, the Issuing Bank of any Letter of Credit or any other person; (ii) the release of any other Loan Party such information with or any other person under the terms of any composition or arrangement; (iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Loan Party, the Issuing Bank of any Letter of Credit or any other person or any non–presentation or non–observance of any formality or other requirement in respect thereto as the Indemnifying Party may reasonably request; but no of any instrument or any failure to give such notice shall relieve realize the Indemnifying Party full value of any liability hereunder security; (except to iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the extent members or status of a Loan Party, the Indemnifying Party has suffered actual prejudiceIssuing Bank of any Letter of Credit or any other person; (v) any amendment (however fundamental) or replacement of a Loan Document, any Letter of Credit or any other document or security; (vi) any unenforceability, illegality or invalidity of any obligation of any person under any Loan Document, any Letter of Credit or any other document or security; or (vii) any insolvency or similar proceedings.

Indemnities. (a) Transferee will indemnify Transferor Purchaser agrees to indemnify, defend and hold Transferor harmless Seller, its officers, directors, employees, agents, representatives and affiliated or parent companies (which additional parties are hereinafter collectively referred to as "Seller Agents") from and against any liabilityand all losses, lossliabilities, cost or expense ("Claim")causes of action, including reasonable attorneys' damages, liens, penalties, fines, settlements, judgments, expenses, attorney's fees, which shall result from court costs and claims (hereinafter referred to collectively as "claims") arising (i) from the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreementby Purchaser, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreementfrom the Assumed Liabilities, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) on or after the Effective Date, in any Claim way connected with, attributable to, or legal proceedings with respect resulting from Purchaser's ownership or operation of, or activities on the Assets, including, but not limited to, claims for damage to property or injury or death to persons, claims for breach of duties and obligations arising under or by virtue of any Containers lease, contract, agreement, permit, applicable statute or rule. Purchaser's obligations to indemnify, defend and hold harmless, as set forth above, shall also specifically extend to all such claims REGARDLESS OF WHETHER ATTRIBUTABLE, IN WHOLE OR IN PART TO, CLAIMS WHICH ARE KNOWN OR UNKNOWN, CLAIMS ARISING FROM THE SOLE, JOINT, CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, ENVIRONMENTAL LIABILITY, PRODUCTS LIABILITY, OR OTHER FAULT OR RESPONSIBILITY OF SELLER, ITS SELLER AGENTS OR ANY OTHER PARTY OR PERSON, AND REGARDLESS WHETHER OR NOT SUCH CLAIMS AROSE PRIOR TO THE EFFECTIVE DATE OR RELATE TO CONDITIONS THAT EXISTED PRIOR TO THE EFFECTIVE DATE. In addition, and without limiting the generality of the foregoing, Purchaser shall be solely liable and responsible for the proper plugging and abandoning of all well▇ ▇▇▇ located on or hereafter drilled on the Assets, and any surface restoration or environmental clean-up associated therewith, and shall indemnify, defend and hold harmless Seller and its agents from and against all claims relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partysame. (b) Cronos Except as otherwise set forth herein and Transferor jointly and severally will indemnify Transferee except for the Assumed Liabilities of Purchaser, Seller agrees to indemnify, defend and hold Transferee harmless harmless, Purchaser and its agents, officers, from and against any claim, including reasonable attorneys' fees, which shall result and all claims arising from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement by Seller and/or any obligations or in any certificate or other document delivered liabilities retained by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this AgreementSeller hereinafter. Seller's obligations to indemnify, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to defend and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferorhold harmless, as the case may beset forth above, shall be subrogated also specifically extend to Transferee's rights against any third parties respecting the Claimsall such claims REGARDLESS OF WHETHER ATTRIBUTABLE, IN WHOLE OR IN PART TO, CLAIMS WHICH ARE KNOWN OR UNKNOWN, CLAIMS ARISING FROM THE SOLE, JOINT, CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, ENVIRONMENTAL LIABILITY, PRODUCTS LIABILITY, OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ITS PURCHASER AGENTS OR ANY OTHER PARTY OR PERSON. (c) A Nothing in this section shall reduce or diminish the specific indemnity and assumption of liability and responsibility by Purchaser with regard to environmental risks set forth Purchase and Sale Agreement Page No. 25 hereinabove in Article IV or the specific indemnity and assumption of liability and responsibility of Seller as set forth in Indemnity Agreement to be executed by Seller at Closing. (d) Any claim for indemnity under any provision of this Agreement, including Sections 4.8 and 9.4, shall be made by written notice from the party seeking indemnification pursuant to Sections 21(a) or (b) above (an the "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought required to provide same (the "Indemnifying Party") of the assertion ), together with a written description of any Claimthird party claim against the Indemnified Party, or stating the commencement nature and basis of any actionsuch claim and, suit or proceedingif ascertainable, the amount thereof. The Indemnifying Party shall have a period of thirty (30) days after receipt of such notice within which to respond thereto or, in respect the case of a third party claim which indemnify may be sought hereunder and will give requires a shorter time for response, then within such shorter period as specified by the Indemnified Party in such notice (the "Notice Period"). If the Indemnifying Party such information with respect thereto as denies liability or fails to respond to the Indemnifying notice within the Notice Period, the Indemnified Party may reasonably request; but defend or compromise the claim as it deems appropriate without prejudice to any of the Indemnified Party's rights hereunder, with no failure further obligation to give such notice shall relieve inform the Indemnifying Party of any liability hereunder (except to the extent status of the claim and no right of the Indemnifying Party has suffered actual prejudiceto approve or disapprove any action, taken in connection therewith by the Indemnified Party. If the Indemnifying Party accepts liability, it shall so notify the Indemnified Party within the Notice Period and elect either: (i) to undertake the defense or compromise of such third party claim with counsel selected by the Indemnifying Party and reasonably approved by the Indemnified Party, or (ii) to instruct the Indemnified Party to defend or compromise such claim. If the Indemnifying Party undertakes the defense or compromise of such third party claim, the Indemnified Party shall be entitled, at its own expense, to participate in such defense. No compromise or settlement of any third party claim shall be made without reasonable notice to the Indemnified Party and, unless such compromise or settlement includes a general release of the Indemnified Party in respect of the matter with no admission of liability on the part of the Indemnified Party and non constraints on the future conduct of its business, without the prior written approval of the Indemnified Party.

Indemnities. (a) Transferee The Seller will indemnify Transferor and hold Transferor harmless from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness keep VICTREX fully indemnified in respect of any representation and all damages, costs, claims, liabilities, expenses, losses (including consequential loss) and demands incurred by VICTREX, directly or indirectly as a result of the Seller's breach of any warranty of Transferee the warranties and undertakings contained in this Agreement Clause 16 above or in any other agreementwarranties and conditions in respect of the Goods and/or Services (as the case may be), instrumentwhether express or implied, certificate by statute or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyotherwise. (b) Cronos Without prejudice to the foregoing, in the event of any employee of VICTREX or any other person on VICTREX premises being injured or otherwise suffering loss through any default or negligence on the Seller's part (including without prejudice to the generality of the foregoing any failure by the Seller or the Seller's agents, employees or sub-contractors to comply with any provision of the Health & Safety at Work Etc Act 1974 (and Transferor jointly and severally any amendments or modifications thereof) or any regulations or code of practice thereunder) the Seller will indemnify Transferee and hold Transferee harmless from VICTREX in respect of any claimaction, including reasonable attorneys' feescivil or criminal, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsresult. (c) A The Seller shall fully indemnify VICTREX against any and all actions, costs, claims, liabilities, demands and expenses arising from or incurred by reason of any infringement of any third party seeking indemnification pursuant patent, registered design, trade mark, copyright or other industrial or commercial rights of a similar nature, by the use or sale of any goods or materials or Services supplied by the Seller (including Goods and Services) but this indemnity shall not apply to Sections 21(aGoods made to VICTREX design or where the infringement results from the making up of goods or materials by VICTREX. (d) or (b) above (an "Indemnified Party") shall give prompt notice to the party The Seller will indemnify VICTREX against all loss, damage, costs, claims and expenses arising from whom such indemnification is sought (the "Indemnifying Party") any negligent acts and/or omissions of the assertion of any ClaimSeller's employees, agents, sub-contractors or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder representatives (except save to the extent that such loss, damage, costs, claims or expenses arise from negligent acts and/or omissions of VICTREX employees, agents, sub-contractors and representatives). (e) The Seller undertakes to insure itself against any and all liability under this Contract and VICTREX has the Indemnifying Party right to demand proof in writing that this insurance requirement has suffered actual prejudicebeen complied with. All monies received by the Seller under this clause are to be held in trust for VICTREX.

Indemnities. Subject to the limitations of the Act, the Company shall indemnify, defend, save and hold harmless each Member, each member of the Management Committee and the Manager (individually and collectively, the "Indemnitee or Indemnitees") from and against all third party claims, loss, cost, expense, damage or liability (including but not limited to legal fees and other expenses) arising as a result of any act or omission, except for willful misconduct or gross negligence, of such Indemnitee or Indemnitees believed by such Indemnitee or Indemnitees in good faith to be within the scope of authority conferred in accordance with the Agreement. (a) Transferee will indemnify Transferor The rights granted pursuant to this Section 3.6 shall be deemed contract rights, and hold Transferor harmless from no amendment or modification of this Section 3.6 shall have the effect of limiting or denying any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings such right with respect to any Containers relating act, omission or proceeding prior to any period after such amendment or modification. Each Member understands and acknowledges that the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained indemnities provided in this Agreement Section 3.6 could involve indemnification for negligence or strict liability. Indemnification pursuant to the contrary notwithstanding, Transferee this Section 3.6 shall apply only to matters not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully otherwise compensated for its claim by a third partyinsurance. (b) Cronos The rights to indemnification conferred in this Section 3.6 shall include but are not limited to the right to be paid or reimbursed by the Company for reasonable expenses incurred by the Indemnitee or Indemnitees who is, are or were threatened to be made a defendant or respondent in a proceeding, in advance of the final disposition of such proceeding, without any determination as to such Indemnitee's or Indemnitees' ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred in advance of final disposition of a proceeding shall be made only upon delivery to the Company of a written affirmation and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from agreement by such Indemnitee or Indemnitees (i) of his, her or its good faith belief that he, she or it has met the incorrectness standard of any representation or breach of any warranty of Cronos or Transferor contained in conduct necessary for indemnification under this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; Section 3.6 and (ii) a breach by Cronos to repay all amounts so advanced if it should ultimately be determined that such Indemnitee or Transferor of any of its covenants Indemnitees is or agreements contained in are not entitled to be indemnified under this Agreement, any other agreement, instrument, certificate Section 3.6 or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsotherwise. (c) A party seeking The rights to indemnification pursuant to Sections 21(a) and the advancement and payment of expenses provided for in this Section 3.6 shall not be exclusive of any other right which any Indemnitee or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") Indemnitees may have or hereafter acquire under any Law, provision of the assertion Agreement, vote of the Members or otherwise. (d) If this Section 3.6 or any Claimportion hereof shall be invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify and hold harmless any Indemnitee or the commencement Indemnitees for costs, charges and expenses (including but not limited to legal fees and other expenses), judgments, fines, and amounts incurred or paid in settlement of any action, suit or proceeding, in respect whether civil, criminal, administrative or investigative, to the full extent permitted by any part of which indemnify may be sought hereunder this Section 3.6 that shall not have been so invalidated and will give to the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder fullest extent permitted by Law. (except to e) To the extent the Indemnifying Party Company's assets are insufficient to fund any indemnity to which any Indemnitee or Indemnitees is or are entitled pursuant to this Section 3.6, the Members shall make capital contributions to the Company (or if the Company has suffered actual prejudicebeen terminated, directly to the Indemnitee or Indemnitees) in proportion to their respective Ownership Interests to fund any such indemnification obligations. In the case of Continuing Obligations, for purposes of this Section 3.6, Ownership Interests shall be determined in accordance with Section 4.2. Nothing in this Section 3.6 shall be deemed to waive or diminish the limitations of liability provided by the Act.

Indemnities. (a) Transferee The Seller will indemnify Transferor and hold Transferor harmless from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness keep IDCM fully indemnified in respect of any representation and all damages, costs, claims, liabilities, expenses, losses (including consequential loss) and demands incurred by IDCM, directly or indirectly as a result of the Seller's breach of any warranty of Transferee the warranties and undertakings contained in this Agreement Clause 16 above or in any other agreementwarranties and conditions in respect of the Goods and/or Services (as the case may be), instrumentwhether express or implied, certificate by statute or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyotherwise. (b) Cronos Without prejudice to the foregoing, in the event of any employee of IDCM or any other person on IDCM premises being injured or otherwise suffering loss through any default or negligence on the Seller's part (including without prejudice to the generality of the foregoing any failure by the Seller or the Seller's agents, employees or sub-contractors to comply with any health and Transferor jointly and severally safety legislation or any regulations or code of practice thereunder) the Seller will indemnify Transferee and hold Transferee harmless from IDCM in respect of any claimaction, including reasonable attorneys' feescivil or criminal, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsresult. (c) A The Seller shall fully indemnify IDCM against any and all actions, costs, claims, liabilities, demands and expenses arising from or incurred by reason of any infringement of any third party seeking indemnification pursuant patent, registered design, trade mark, copyright or other industrial or commercial rights of a similar nature, by the use or sale of any goods or materials or Services supplied by the Seller (including Goods and Services) but this indemnity shall not apply to Sections 21(aGoods made to IDCM design or where the infringement results from the making up of goods or materials by IDCM. (d) or (b) above (an "Indemnified Party") shall give prompt notice to the party The Seller will indemnify IDCM against all loss, damage, costs, claims and expenses arising from whom such indemnification is sought (the "Indemnifying Party") any negligent acts and/or omissions of the assertion of any ClaimSeller's employees, agents, sub-contractors or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder representatives (except save to the extent that such loss, damage, costs, claims or expenses arise from negligent acts and/or omissions of IDCM employees, agents, sub-contractors and representatives). (e) The Seller undertakes to insure itself against any and all liability under this Contract and IDCM has the Indemnifying Party right to demand proof in writing that this insurance requirement has suffered actual prejudicebeen complied with. All monies received by the Seller under this clause are to be held in trust for IDCM.

Indemnities. (a) Transferee will indemnify Without limiting any other rights that Buyer may have hereunder or under applicable law, each Transferor and hold Transferor harmless Smithfield Support hereby agrees to indemnify (and pay upon demand to) Buyer, and its officers, directors, agents and employees (each an “Indemnified Party”) from and against any liabilityand all damages, losslosses, cost or expense ("Claim")claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees’ fees (which attorneys may be employees of Buyer) and disbursements and, to the extent such Transferor or Smithfield Support does not timely pay such indemnity, any additional liability (including penalties, interest and expenses) arising from or with respect to any of the foregoing (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in the Receivables originated by such Transferor, provided, however, that the indemnification obligations of each Transferor and Smithfield Support hereunder shall expressly exclude: (a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (b) Indemnified Amounts to the extent the same includes losses in respect of Receivables originated by such Transferor that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or the intentional non-payment of amounts due by the related Obligor in breach of its obligations in respect of such Receivable; or (c) taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, and taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction in which such Indemnified Party’s principal executive office is located or any political subdivision thereof; provided, however, that nothing contained in this sentence shall result from limit the liability of such Transferor or Smithfield Support or limit the recourse of each Indemnified Party to such Transferor or Smithfield Support for amounts otherwise specifically provided to be paid by such Transferor under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, but subject in each case to clauses (a), (b) and (c) above, each Transferor and Smithfield Support, as applicable, shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (i) the incorrectness of any representation or breach warranty made by such Transferor (or any officer of such Transferor) or Smithfield Support (or any warranty officer of Transferee contained in this Agreement Smithfield Support) under or in connection with any other agreementPurchase Report, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate Transaction Document or any other document information or report delivered by Transferee in connection such Transferor or Smithfield Support pursuant hereto or thereto for which Buyer has not received a Purchase Price Credit that shall have been false or incorrect when made or deemed made; (ii) the failure by such Transferor, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the transactions contemplated by this Agreement; nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of such Transferor to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment failure of such indemnityTransferor or Smithfield Support to perform its duties, Transferee shall be subrogated to covenants or other obligations in accordance with the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness provisions of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate other Transaction Document; (iv) any products liability, personal injury or damage, suit or other document delivered similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (v) any dispute, claim, offset or defense (other than a defense related to the financial condition, or discharge in bankruptcy, of the Obligor) of the Obligor to the payment of any Receivable (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services or any reduction of the Outstanding Balance of any Receivable due to PASA; (vi) the commingling of Collections of Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, such Transferor’s use of the proceeds of the purchase from it hereunder, the ownership of the Receivables originated by Cronos such Transferor or any other investigation, litigation or proceeding relating to such Transferor pursuant hereto; (ii) or Smithfield Support in which any Indemnified Party becomes involved as a breach by Cronos or Transferor result of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or hereby; (iiiviii) any Claim or legal proceedings with inability to litigate any claim against any Obligor in respect to of any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment Receivable as a result of such indemnity, Cronos Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or Transferor, as the case may be, shall be subrogated to Transferee's rights against otherwise from any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any legal action, suit or proceeding; (ix) any Termination Event; (x) any failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal and equitable title to, and ownership of, the Receivables originated by such Transferor and the associated Collections, and all of such Transferor’s right, title and interest in the Related Security associated with such Receivables, in each case, free and clear of any Adverse Claim (except any Adverse Claim in favor of the Buyer, the Administrative Agent, for the benefit of the Secured Parties or, with respect to the Monetized Receivables and Related Monetized Assets, in favor of the Receivables Agent for the benefit of the Receivables Buyers pursuant to the Monetization Documents); (xi) the failure to have filed, or any delay in filing, financing statements, continuation statement, financing change statement or other similar instruments or documents under the UCC or comparable laws of any applicable jurisdiction or other applicable laws with respect to any Receivable originated by such Transferor, the Related Security and Collections with respect thereto, and the proceeds thereof, whether at the time of the purchase thereof from such Transferor hereunder or at any subsequent time; (xii) any action or omission by such Transferor which reduces or impairs the rights of Buyer with respect to any Receivable or the value of any such Receivable; (xiii) any attempt by any Person to void any purchase of Receivables from such Transferor hereunder under statutory provisions or common law or equitable action; (xiv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Buyer as a result of any action of such Transferor; (xv) the failure of any Receivable reflected as an Eligible Receivable on any Purchase Report prepared by such Transferor to be an Eligible Receivable at the time acquired by Buyer; (xvi) any In-Transit Receivable included in the calculation of the Net Pool Balance as an Eligible Receivable ceasing to be deemed to be an Eligible Receivable; and (xvii) any liability under Section 10.2(b) of the Credit and Security Agreement, or any breach of Sections 5.1(z)(ii) or 7.2(l) of the Credit and Security Agreement; provided, further, that the foregoing clauses (ii), (iv), (v), (viii), (x), (xi), (xii), (xiii), (xv) and (xvi) shall not be applicable to Smithfield Support. Notwithstanding the foregoing, (i) the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the collectability or payment of the Receivables conveyed hereunder; and (ii) nothing in the Section 6.1 shall require a Transferor or Smithfield Support to indemnify any Indemnified Party for Receivables which are not collected, not paid or otherwise uncollectible on account of the insolvency, bankruptcy, creditworthiness or financial inability to pay of the applicable Obligor or the intentional non-payment of amounts due by the related Obligor in breach of its obligations in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceReceivable.

Indemnities. (a) Transferee will The Borrower hereby agrees to indemnify Transferor and hold Transferor harmless from the Lender on demand against any liability, loss, cost loss or expense ("Claim"), including reasonable attorneys' fees, which shall result from the Lender or a branch or an Affiliate of the Lender may sustain or incur as a consequence of: (i) any default in payment or prepayment of the incorrectness principal amount of any representation Revolving Advance made to it or breach any portion thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of any warranty of Transferee contained in this Agreement payment or in any other agreementprepayment, instrument, certificate or other document delivered by Transferee pursuant heretootherwise); (ii) a breach by Transferee the effect of the occurrence of any Event of its covenants Default upon any Revolving Advance made to it; (iii) the payment or agreements contained in this Agreementprepayment of the principal amount of any Revolving Advance made to it or any portion thereof, on any day other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreementthan a Funding Date; or (iiiiv) the failure by the Borrower to accept a Revolving Advance after it has requested such borrowing, conversion or renewal; in each such case including, but not limited to, any Claim loss or legal proceedings with respect expense sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Revolving Advance or any Containers relating portion thereof. The Lender shall provide to the Borrower a statement, supported when applicable by documentary evidence, explaining the amount of any period after the Closing Date with respect to such Containers. Upon payment of such indemnityloss or expense it incurs, Transferee which statement shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyconclusive absent manifest error. (b) Cronos and Transferor jointly and severally will The Borrower hereby agrees to indemnify Transferee and hold Transferee harmless from any claimthe Lender and its Affiliates, including reasonable attorneys' feesdirectors, which shall result from (i) the incorrectness of any representation officers, agents, representatives, counsel and employees and each other Person, if any, controlling them or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with Affiliates within the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims meaning of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale either Section 15 of the Containers. Upon payment Securities Act of such indemnity, Cronos or Transferor1933, as amended, or Section 20(a) of the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. Exchange Act (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (each an "Indemnified Party"), from and against any and all losses, claims, damages, costs, expenses (including reasonable counsel fees and disbursements) shall give prompt notice and liabilities which may be incurred by or asserted against such Indemnified Party with respect to the party from whom such indemnification is sought (the "Indemnifying Party") or arising out of the assertion of any Claimcommitments hereunder to make the Revolving Advances, or the commencement financings contemplated hereby, the other Documents, the Collateral (including, without limitation, the use thereof by any of such Persons or any other Person, the exercise by the Lender of rights and remedies or any power of attorney with respect thereto, and any action or inaction of the Lender under and in accordance with any Security Document), the use of proceeds of any actionfinancial accommodations provided hereunder, suit any investigation, litigation or proceedingother proceeding brought or threatened relating thereto, in respect of which indemnify may be sought hereunder and will give or the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party role of any liability such Person or Persons in connection with the foregoing whether or not they or any other Indemnified Party is named as a party to any legal action or proceeding ("Claims"). The Borrower will not, however, be responsible to any Indemnified Party hereunder for any Claims to the extent that such Claim shall have arisen out of or resulted principally from (a)(i) actions taken or omitted to be taken by any Indemnified Party which constitute bad faith, willful misconduct or gross negligence of any Indemnified Party, or (ii) the violation of any law or regulation applicable to such Indemnified Party (except to the extent that such violation results principally from any breach of any representation, warranty or agreement by or on behalf of the Indemnifying Borrower, any Subsidiary or any Affiliate of the Borrower, or (b) a successful claim by any Subsidiary or Affiliate of the Borrower against any Indemnified Party has suffered actual prejudice("Excluded

Indemnities. 28.1 Sanofi shall indemnify EXS and its Affiliates and their respective directors, officers, employees, subcontractors and agents (“EXS Indemnitees”) from and against any Losses incurred by or awarded against any EXS Indemnitee relating to or in connection with any and all Claims brought by a Third Party to the extent arising out of or resulting from: (a) Transferee will indemnify Transferor any breach of any representation, warranty, covenant or obligation of Sanofi under this Agreement; (b) any breach or violation of Applicable Law by Sanofi or any of its Affiliates, subcontractors or Sublicensees in performing Sanofi’s responsibilities under this Agreement; or (c) any acts or omissions of Sanofi or any of its Affiliates, subcontractors or Sublicensees with respect to the Research, Development or Commercialisation of each Approved Collaboration Target or NSM Collaboration Target and Qualifying Molecules and Qualifying Products for that Approved Collaboration Target or NSM Collaboration Target in the Territory, in each case except to the extent that the relevant Third Party Claim is attributable to the gross negligence or wilful misconduct of an EXS Indemnitee or is subject to an indemnity pursuant to Clause 28.2. 28.2 EXS shall indemnify, defend and hold Transferor harmless Sanofi and its Affiliates and their respective directors, officers, employees, subcontractors and agents (“Sanofi Indemnitees”) from and against any liabilityLosses incurred by or awarded against any Sanofi Indemnitee relating to or in connection with any and all Claims brought by a Third Party to the extent arising out of or resulting from: (a) any breach of any representation, losswarranty, cost covenant or expense obligation of EXS under this Agreement; ("Claim")b) any breach or violation of Applicable Law by EXS or any of its Affiliates, including reasonable attorneys' feessubcontractors or sublicensees in performing EXS’s responsibilities under this Agreement; (c) the Research of any Approved Collaboration Target and Qualifying Molecules and Qualifying Products for that Target in the Territory by or on behalf of EXS or any of its Affiliates or permitted subcontractors and sublicensees; (d) any acts or omissions of EXS or any of its Affiliates, which shall result from subcontractors and sublicensees with respect to any Termination Molecule, Termination Product, Reversion Molecule or Reversion Product; or (e) any allegation by a Third Party that either (i) the incorrectness exercise by any Sanofi Indemnitee of any representation rights granted to Sanofi by EXS hereunder or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach the use or exploitation by Transferee any Sanofi Indemnitee of any Sanofi Collaboration IP or EXS Project IP, infringes any intellectual property rights of its covenants that Third Party, but solely to the extent that such Claim alleges that such infringement arose as a result of the EXS Platform Technology IP infringing upon the same intellectual property rights of that Third Party. in each case except to the extent that the relevant Third Party Claim is attributable to the gross negligence or agreements contained in wilful misconduct of an Sanofi Indemnitee or is subject to an indemnity pursuant to Clause 28.1. 28.3 Notwithstanding any other term of this Agreement, with respect to any Claim by a Third Party against a Party (the “Indemnified Party”) in relation to which the Indemnified Party is entitled to indemnification under this Agreement from the other agreementParty (the “Indemnifying Party”): (a) the Indemnified Party shall promptly notify the Indemnifying Party in writing of the relevant Third Party Claim (provided that any delay or failure to provide such notice will not constitute a waiver or release of, instrumentor otherwise limit, certificate the Indemnified Party’s rights to indemnification, except to the extent that such delay or other document delivered by Transferee failure materially prejudices the Indemnifying Party’s ability to defend against the relevant Claims); (b) the Indemnified Party shall not admit any liability or agree to any settlement or compromise without the prior written consent of the Indemnifying Party; (c) the Indemnifying Party shall assume exclusive conduct of the relevant Claim, which shall include the exclusive right to conduct any proceedings or action, negotiate the settlement of the Claim and conduct all discussions and dispute resolution efforts in connection with the transactions contemplated relevant Claim (taking into consideration in good faith any reasonable concerns or objections raised by this Agreement; or the Indemnified Party); (iiid) any until the Indemnifying Party assumes conduct of the relevant Claim, the Indemnified Party shall take all proper action to deal with the Claim or legal proceedings with respect so as to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to minimise the extent Transferor is indemnified and fully compensated for its claim by a third party.of any amount payable under that Claim; (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (ie) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this AgreementIndemnified Party shall, any other agreementat the Indemnifying Party’s request, instrumentcost and expense, certificate or other document delivered by Cronos or Transferor give the Indemnifying Party all reasonable assistance in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including conduct of the Closing Daterelevant Claim, including Claims access to personnel and provision of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims.documents; and (cf) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as shall not settle the Indemnifying relevant Claim unless the settlement fully and unconditionally releases the Indemnified Party may reasonably request; but no failure from all liability relating to give such notice shall relieve that Claim (unless the Indemnifying Indemnified Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceagrees otherwise in writing).

Indemnities. 12.1 SutroVax agrees to indemnify and hold harmless Sutro and its Affiliates and Sublicensees, and their respective agents, directors, officers and employees and their respective successors and assigns (the “Sutro Indemnitees”) from and against any Third Party claim, suit, demand, investigation or proceeding brought by a Third Party (each a “Claim”) based on (a) Transferee will indemnify Transferor and hold Transferor harmless from any liabilitythe development, lossuse, cost manufacture, distribution or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness sale of any representation Vaccine Composition, including, but not limited to, [***], injury, damage, death or other consequence occurring to any person claimed to result, directly or indirectly, from the possession, use or consumption of, or treatment with, any such product, whether claimed by reason of breach of warranty, negligence, product defect or otherwise, and regardless of the form or forum in which any such claim is made, or (b) any breach of any warranty representation, warranty, covenant or obligation of Transferee contained SutroVax in this Agreement. This indemnification shall not apply to the extent that the relevant Claim is due to the negligence or willful misconduct of a Sutro Indemnitee or a material breach of any of Sutro’s representations, warranties, covenants and/or obligations under this Agreement or any supply agreement between the Parties as contemplated hereunder. 12.2 Sutro agrees to indemnify and hold harmless SutroVax and its Affiliates, and Sublicensees, and their respective agents, directors, officers and employees and their respective successors and assigns (the “SutroVax Indemnitees”) from and against any Claim any breach of any representation, warranty, covenant or obligation of Sutro in any other agreement, instrument, certificate this Agreement. This indemnification shall not apply to the extent that the relevant Claim is due to the negligence or other document delivered by Transferee pursuant hereto; (ii) willful misconduct of a SutroVax Indemnitee or a material breach by Transferee of any of its SutroVax’s representations, warranties, covenants or agreements contained in and/or obligations under this Agreement. 12.3 The obligation to indemnify pursuant to this Section 12 shall be contingent upon timely notification by the indemnitee to the indemnitor of any claims, suits or service of process; the tender by the indemnitee to the indemnitor of full control over the conduct and disposition of any other agreementclaim, instrumentdemand or suit; and reasonable cooperation by the indemnitee in the defense of the claim, certificate demand or other document delivered suit. No indemnitor will be bound by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings liable with respect to any Containers relating settlement or admission entered or made by any indemnitee without the prior written consent of the indemnitor. The indemnitee will have the right to retain its own counsel to participate in its defense in any period after the Closing Date with respect to such Containersproceeding hereunder. Upon payment of such indemnity, Transferee The indemnitee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and pay for its own counsel except to the extent Transferor it is indemnified and fully compensated for its claim by a third party. determined that (ba) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless one or more legal defenses may be available to it which are different from any claimor additional to those available to the indemnitor, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party"representation of two Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In any such case and to such extent, the indemnitor shall be responsible to pay for the reasonable costs and expenses of the separate counsel retained to participate in the defense of the indemnitee, provided that such expenses are otherwise among those covered by the indemnitor’s indemnity agreement hereunder. 12.4 At such time as any Vaccine Composition is being commercially distributed or sold or tested in clinical trials by SutroVax or under its sponsorship and thereafter with respect to coverage tail periods consistent with prevailing industry norms, SutroVax shall, at its sole cost and expense, procure and maintain liability insurance coverage appropriate, under prevailing industry norms, to the risk in marketing such Vaccine Composition(s) and shall cause Sutro and its Affiliates, licensors and employees to be added thereto as additional insureds. SutroVax will, following Sutro’s reasonable request from time to time, present evidence to Sutro that the coverage is being maintained in accordance with the foregoing. In addition, SutroVax shall give prompt Sutro, or require that its insurers agree to give Sutro, at least [***] days ‘ prior written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of any material change in or cancellation of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceinsurance coverage.

Indemnities. (a) Transferee will Without limiting any other rights that any such Person may have hereunder or under Applicable Law (including the right to recover damages for breach of contract), the Borrower hereby agrees to indemnify Transferor and hold Transferor harmless the Lender, its Affiliates, and all successors, transferees. assigns and all officers, directors, stockholders, members, employees, advisors, representatives and agents of any of the foregoing (each an “Indemnified Party”) from and against any liabilityand all damages, losslosses, cost claims, liabilities, obligations, expenses, penalties, actions, suits, judgments, disbursements of any kind or expense ("Claim")nature whatsoever and related costs and expenses, including reasonable attorneys' fees’ fees and disbursements and court costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, which shall result from relating to or by reason of the execution, delivery, enforcement, performance, administration of, or otherwise arising out of or incurred in connection with this Agreement, the Transaction Documents, the Related Documents or the funding of the Advances or the use of proceeds therefrom or in respect of any Receivable including any such Indemnified Amount that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) the incorrectness of any representation or breach of any warranty of Transferee covenant by the Borrower contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant heretoTransaction Document; (ii) any representation or warranty made or deemed made by the Borrower contained in any Transaction Document or in any certificate, statement or report delivered in connection therewith is false or misleading; (iii) any failure by the Borrower to comply with any Applicable Law or contractual obligation binding upon it; (iv) any failure to vest, or delay in vesting, in the Lender a breach perfected security interest in all of the Collateral free and clear of all Liens; (v) any action or omission, not expressly authorized by Transferee the Transaction Documents, by the Borrower or any Affiliate of the Borrower which has the effect of reducing or impairing the Collateral or the rights of the Lender with respect thereto; (vi) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Collateral, whether at the time of its covenants any Advance or agreements contained at any subsequent time; (vii) the commingling of Collections on the Collateral at any time with other funds; (viii) any failure by the Borrower to give reasonably equivalent value to the Seller, in this Agreementconsideration for the transfer by the Seller to the Borrower of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any other agreement, instrument, certificate or other document delivered provision of the Bankruptcy Code; and (ix) any costs incurred by Transferee an Indemnified Party in connection with the transactions contemplated by this Agreementenforcement (including any action, claim, or suit) of any indemnification or other obligation of the Borrower; or excluding, however, (iiix) any Claim or legal proceedings with respect to Taxes other than any Containers relating to Taxes that represent losses, claims, damages, etc. arising from any period after the Closing Date with respect to such Containers. Upon payment of such indemnitynon-Tax claim, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and (y) Indemnified Amounts to the extent Transferor is indemnified and fully compensated for its claim determined by a third partyfinal and non-appealable judgment of a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Party, and (z) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible solely on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or for diminution of value for Receivables without breach of any representation, warranty or covenant by any Gemini Party. Any amounts subject to the indemnification provisions of this Section 10.01(a) shall be paid by the Borrower to the related Indemnified Party on the next occurring Settlement Date that is at least three (3) Business Days immediately following demand therefor accompanied by a reasonable description of such amounts. An Indemnified Party need not demand payment from the Seller prior to seeking indemnification pursuant to this Section 10.01(a), and neither shall any demand against the Seller provide a defense for the Borrower against payment hereunder except to the extent all such Indemnified Amounts have been satisfied in full. This Section shall survive the resignation or removal of any party and the termination or assignment of this Agreement. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from The Borrower shall not, without the prior written consent of all Indemnified Parties that are party thereto (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment in any pending or threatened claim, including reasonable attorneys' feesaction or proceeding for which indemnification may be sought hereunder, which shall result unless such settlement, compromise or consent includes an unconditional release of all such Indemnified Parties from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or all liability arising out of Transferor's ownershipsuch claim, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit action or proceeding, and which settlement in respect each case must not include any admission of which indemnify may be sought hereunder and will give fault or liability adverse to any Indemnified Party other than the Indemnifying payment of money damages by the Borrower. Each Indemnified Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure who is not directly a party to give such notice shall relieve the Indemnifying Party this Agreement is an express third party beneficiary of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudicethis Agreement.

Indemnities. (a) Transferee will indemnify Transferor Blackhawk shall indemnify, defend and hold Transferor harmless from Safeway and its shareholders, officers, directors, employees, agents, Affiliates, parents and subsidiaries, and each of the successors and assigns of any liability, loss, cost or expense of the foregoing ("Claim"the “Safeway Indemnified Parties”), from and against any and all costs and expenses, losses, damages, claims, causes of action and liabilities (including reasonable attorneys' ’ fees, which shall result from disbursements and expenses of litigation) incurred by or asserted against the Safeway Indemnified Parties (other than as to any claim brought by Blackhawk against Safeway) arising from, relating to, or in any way connected with (i) Blackhawk’s breach of its obligations under this Agreement, except to the incorrectness extent that such shall be caused by the wilful misconduct, gross negligence or bad faith of Safeway, or (ii) any act or omission by Blackhawk or its Affiliates that is in violation of any representation or breach provision of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate applicable laws or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyregulations. (b) Cronos and Transferor jointly and severally will indemnify Transferee Safeway shall indemnify, defend and hold Transferee harmless Blackhawk and its shareholders, officers, directors, employees, agents, Affiliates, parents and subsidiaries, and each of the successors and assigns of any of the foregoing (the “Blackhawk Indemnified Parties”), from and against any claimand all costs and expenses, losses, damages, claims, causes of action and liabilities (including reasonable attorneys' ’ fees, which shall result from disbursements and expenses of litigation) incurred by or asserted against the Blackhawk Indemnified Parties (other than as to any claim brought by Safeway against Blackhawk) arising from, relating to, or in any way connected with (i) Safeway’s breach of its obligations under this Agreement, except to the incorrectness extent that such shall be caused by the wilful misconduct, gross negligence or bad faith of Blackhawk, or (ii) any act or omission by Safeway or its Affiliates that is in violation of any representation or breach provision of any warranty of Cronos or Transferor contained in this Agreement or in any certificate applicable laws or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsregulations. (c) A Each party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") claiming indemnity shall give prompt promptly provide the other party with written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claimclaim, action or demand for which indemnity is claimed. The indemnifying party shall be entitled to control the commencement defense of any action, suit or proceeding, provided that the indemnified party may participate in respect any such action with counsel of which indemnify may be sought hereunder and will give its choice at its own expense. The indemnified party shall provide reasonable cooperation in the Indemnifying Party such information with respect thereto defense as the Indemnifying Party indemnifying party may reasonably request; but no failure to give request and at the indemnifying party’s expense. No indemnifying party may settle a claim against an indemnified party without the prior written consent of such notice shall relieve indemnified party or a complete release of claims against the Indemnifying Party of any liability hereunder indemnified party. (except to the extent the Indemnifying Party has suffered actual prejudiced) EXCEPT IN CONNECTION WITH (I) ANY ACT OF FRAUD OR INTENTIONAL WRONG-DOING BY A PARTY, (II) ANY CLAIM THAT IS SUBJECT TO INDEMNIFICATION UNDER SECTION 7, OR (III) ANY CLAIM THAT ARISES OUT OF A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, OR SUPPLIERS BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RELATING TO, ARISING FROM OR UNDER, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

Indemnities. (a) Transferee will Lender hereby agrees to indemnify Transferor and hold Transferor harmless Borrower and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any liabilityand all liabilities, lossjudgments, cost or expense ("Claim")claims, including reasonable attorneys' settlements, losses, damages, fees, which shall result liens, Taxes, penalties, obligations and expenses (including, without limitation, direct losses relating to Borrower’s market activities as a consequence of becoming subject to Section 16(b) under the Exchange Act, and including, without limitation, any forbearance from market activities or cessation of market activities and any losses in connection therewith or with respect to this Agreement) incurred or suffered by any such person or entity directly or indirectly arising from, by reason of, or in connection with, (i) the incorrectness any breach by Lender of any representation of its representations or breach of any warranty of Transferee warranties contained in this Agreement or in any other agreementSection 7, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a any breach by Transferee Lender of any of its covenants or agreements contained in this Agreement, any other agreementin each case under (i) and (ii) above, instrumentto the extent that it has been finally adjudicated by a court of competent jurisdiction, certificate or other document delivered evidenced by Transferee in connection a final non-appealable order, that Borrower is liable to the Lender with the transactions contemplated by this Agreement; respect to such claims, or (iii) any Claim or legal proceedings with respect to any Containers Taxes relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in payments under this Agreement made or to the contrary notwithstanding, Transferee shall not be required made by Borrower or any of its affiliates to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for Lender or any of its claim by a third partysubsidiaries or affiliates. (b) Cronos and Transferor jointly and severally will Borrower hereby agrees to indemnify Transferee and hold Transferee harmless Lender and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any claimand all liabilities, including reasonable attorneys' judgments, claims, settlements, losses, damages, fees, which shall result from liens, Taxes, penalties, obligations and expenses incurred or suffered by any such person or entity directly or indirectly arising from, by reason of, or in connection with (i) the incorrectness any breach by Borrower of any representation of its representations or breach of any warranty of Cronos or Transferor warranties contained in this Agreement Section 7 or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a any breach by Cronos or Transferor Borrower of any of its covenants or agreements contained in this Agreement, any other agreementin each case to the extent that it has been finally adjudicated by a court of competent jurisdiction, instrumentevidenced by a final non-appealable order, certificate or other document delivered by Cronos or Transferor in connection with that Borrower is liable to the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings Lender with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsclaim. (c) A In case any claim or litigation which might give rise to any obligation of a party under this Section 12 (each an “Indemnifying Party”) shall come to the attention of the party seeking indemnification pursuant to Sections 21(a) or hereunder (b) above (an "the “Indemnified Party") ”), the Indemnified Party shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give promptly notify the Indemnifying Party such information with respect thereto as in writing of the Indemnifying existence and amount thereof; provided that the failure of the Indemnified Party may reasonably request; but no failure to give such notice shall relieve not adversely affect the Indemnifying right of the Indemnified Party of any liability hereunder (to indemnification under this Agreement, except to the extent the Indemnifying Party has suffered is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or litigation as being within its indemnification obligations under this Section 12. Such response shall be delivered no later than 30 days after the initial notification from the Indemnified Party; provided that, if the Indemnifying Party reasonably cannot respond to such notice within 30 days, the Indemnifying Party shall respond to the Indemnified Party as soon thereafter as reasonably possible. (d) An Indemnifying Party shall be entitled to participate in the defense of any claim and, to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof (unless the Indemnified Party reasonably objects to such assumption), with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (regardless of whether the Indemnified Party is an actual prejudiceor potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party. An Indemnified Party shall not make any settlement of any claim or litigation under this Section 12 without the written consent of the Indemnifying Party.

Indemnities. (a) Transferee 7.1 Except in the case of NPM’s gross negligence, willful misconduct or fraud, Fund will indemnify Transferor NPM, its Affiliates and hold Transferor harmless from their respective employees, officers, directors, and third-party providers (“NPM Indemnitees”) against any liabilityclaim, lossdemand, cost suit or expense ("Claim"), including reasonable attorneys' fees, which shall result proceeding made or brought against NPM Indemnitees by a third party directly arising out of or resulting from (i) Program Data or (ii) Fund’s use of the incorrectness Services other than in accordance with the Agreement (each a “Claim Against NPM”), and will indemnify NPM Indemnitees from any damages, legal and expert fees and costs finally awarded against NPM Indemnitees as a result of, or for amounts paid by NPM Indemnitees under a settlement of, a Claim Against NPM. Fund also acknowledges and agrees that any disputes and/or disagreements that it may have with any Participant relating to Securities, Transactions, and Program Data, whether relating to misrepresentations, breaches of contract, closing of a Transaction or otherwise, must be addressed between Fund and the applicable Participant. Fund agrees to indemnify and hold NPM Indemnitees harmless with respect to any representation such disputes and/or disagreements. 7.2 Except in the case of Fund’s gross negligence, willful misconduct or fraud, NPM will indemnify Fund and its employees, officers, and directors (“Fund Indemnitees”) against any claim, demand, suit or proceeding made or brought against Fund Indemnitees by a third party alleging that the Fund’s use, either by the Fund or through its Service Provider’s, of the NPM Platform in accordance with this Agreement infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Fund”), and will indemnify Fund Indemnitees from any damages, legal and expert fees and costs finally awarded against Fund Indemnitees as a result of, or for amounts paid by Fund Indemnitees under a settlement of, a Claim Against Fund. The above defense and indemnification obligations do not apply to the extent a Claim Against Fund arises from Program Data, combination or use of the NPM Platform with third party products or services not expressly approved in writing by NPM, any custom modifications made to the NPM Platform by or on behalf of Fund, or Fund’s breach of any warranty of Transferee contained this Agreement. 7.3 In this Section, a “Claim” means a Claim Against NPM in the case where Fund is the indemnifying party, and means a Claim Against Fund in the case where NPM is the indemnifying party. Each Party’s obligation to indemnify the other Party under this Agreement or Section 7 shall be conditioned on the following: (i) the indemnified party shall promptly, but in any other agreementevent, instrumentin a time frame that does not prejudice the rights of the indemnifying party, certificate provide the indemnifying party with Written Notice of the claim, action or other document delivered by Transferee pursuant heretoallegation; (ii) a breach by Transferee the indemnifying party shall have sole control of the defense and settlement of the claim (except that the indemnifying party may not settle any such claim unless it unconditionally releases the indemnified parties of all liability, and indemnified party may reasonably participate in (but not control) such defense and settlement in order to protect its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreementinterests); or and (iii) any Claim or legal proceedings with respect to any Containers relating to any period after giving the Closing Date with respect to such Containers. Upon payment of such indemnityindemnifying party all reasonable assistance, Transferee shall be subrogated to at the indemnitee's rights against any third parties respecting indemnifying party’s expense, in the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale defense of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the ClaimsClaim. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. 32.1 Any Goods rejected pursuant to Clause 4.3.2 or 4.6.2 shall be removed by (aand at the expense of) Transferee the Contractor within 7 days of the Rejection Notice. If the Contractor fails to remove rejected Goods within such period, the Purchaser may return the rejected Goods or any of them at the Contractor’s risk, and the Contractor will indemnify Transferor the Purchaser in respect of the cost of carriage and hold Transferor harmless any other costs incurred in relation to such return. 32.2 Unless the Purchaser elects for Defective Goods to be repaired, and agrees to that repair taking place at the Premises, any rejected Goods shall be removed by (and at the expense of) the Contractor within 7 days of the Rejection Notice. If the Contractor fails to remove rejected Goods within such period, the Purchaser may return the rejected Goods or any of them at the Contractor’s risk, and the Contractor will indemnify the Purchaser in respect of the cost of carriage and any other costs incurred in relation to such return. 32.3 The Contractor will indemnify and keep indemnified the Purchaser on demand from and against any liabilitycosts, lossclaims, cost liabilities and expenses (including legal expenses on an indemnity basis) suffered or expense ("Claim"), including reasonable attorneys' fees, which shall incurred by the Purchaser as a result from of (i) any failure by the incorrectness of any representation Contractor to comply with its obligations under the Data Protection Laws; or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a any breach by Transferee the Contractor of Clause 12. 32.4 The Contractor will indemnify and keep indemnified the Purchaser against all actions, claims, demands, costs and expenses incurred by or made against the Purchaser which arise in connection with any breach (whether actual or alleged) by the Contractor of Clause 13.1. 32.5 The Contractor shall indemnify the Purchaser in respect of all losses of or damage to Issued Property (including waste of Issued Property) arising from bad workmanship or negligence of the Contractor) save for any losses or damage resulting from the normal and proper use of Issued Property for the purposes of the Agreement. 32.6 If the Contractor breaches Clause 19.1 it shall indemnify the Purchaser in respect of that Party’s costs and expenses in replacing the employee employed by the Purchaser including advertising and other recruitment costs and initial training (but not the cost of ongoing emoluments). 32.7 The Contractor indemnifies the Purchaser, the Replacement Contractor and the Incoming Employees’ former employer against all Employee Liabilities which the Purchaser, any Replacement Contractor and/or the Incoming Employees’ former employer may incur in respect of any breach by the Contractor of Clause 20.3. 32.8 The Contractor indemnifies the Purchaser against and all Employee Liabilities which the Purchaser may suffer as a result of or in connection with: 32.7.1 any failure by the Contractor to comply with its obligations pursuant to TUPE in respect of the Incoming Employees; and 32.7.2 anything done or omitted to be done by the Contractor in respect of any of its covenants the Incoming Employees whether before or agreements contained in this Agreement, after the date of the Incoming Relevant Transfer. 32.9 The Contractor indemnifies the Purchaser and any other agreement, instrument, certificate Replacement Contractor against any and all Employee Liabilities which the Purchaser or other document delivered by Transferee any Replacement Contractor may suffer as a result of or in connection with: 32.9.1 any failure by the Contractor or any Affiliate of the Contractor or any Sub- Contractor to comply with its obligations under Clause 17 and/or Clause 21 in relation to the transactions contemplated provision of information, including but not limited to, such information being inaccurate and/or incomplete and/or not providing in a timely manner; 32.9.2 any claim or demand by this Agreement; any Outgoing Employee (whether in contract, delict, under statute or (iiiotherwise) any Claim and whether made before, on or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment date of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless Outgoing Relevant Transfer arising directly or indirectly from any claimact, including reasonable attorneys' fees, which shall result from (i) fault or omission of the incorrectness Contractor or any Affiliate of the Contractor or any Sub-Contractor in respect of any representation Outgoing Employee on or breach before the date of the Outgoing Relevant Transfer; 32.9.3 any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered failure by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (Contractor or any part thereof) arising Affiliate of the Contractor or relating any Sub- Contractor to comply with its obligations under regulations 13 or 14 of TUPE or any period prior award of compensation under regulation 15 of TUPE save where such failure arises from the failure of the Purchaser or any Replacement Contractor to and including comply with its obligations under regulation 13 of TUPE; 32.9.4 any failure by the Closing Date, including Claims Contractor or any Affiliate of limited partners in Transferor the Contractor or other third parties based upon any Sub- Contractor to comply with its obligations under regulation 11 of TUPE or any award of compensation under regulation 12 of TUPE save where such failure arises from the failure of the Purchaser or any Replacement Contractor to comply with its obligations under regulation 11 of TUPE; 32.9.5 any claim arising out of Transferor's ownershipthe provision of, management, disposition or sale proposal by the Contractor or any Affiliate of the Containers. Upon payment Contractor or any Sub-Contractor to offer any change to any benefit, term or condition or working condition of such indemnity, Cronos any Outgoing Employee arising on or Transferor, as before the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") date of the assertion Outgoing Relevant Transfer; 32.9.6 any statement communicated to or action done by the Contractor or any Affiliate of the Contractor or any Claim, Sub-Contractor or the commencement of any action, suit or proceeding, in respect of any Outgoing Employee on or before the date of the Outgoing Relevant Transfer regarding the Outgoing Relevant Transfer which indemnify has not been agreed in advance with the Purchaser in writing; 32.9.7 any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union or other body or person representing any Outgoing Employees arising from or connected with any failure by the Contractor or any Affiliate of the Contractor or any Sub- Contractor to comply with any legal obligation to such trade union, body or person; 32.9.8 any act or omission of the Contractor or any Affiliate of the Contractor or any Sub-Contractor whether occurring before, on or after the date of the Outgoing Relevant Transfer or any other matter, event or circumstance occurring or having its origin on or before the date of the Outgoing Relevant Transfer; 32.9.9 the breach or non-observance by the Contractor or any Affiliate of the Contractor or any Sub-Contractor occurring on or before the date of the Outgoing Relevant Transfer of any collective agreement applicable to the Outgoing Employees or any custom or practice in respect of any Outgoing Employees that the Purchaser or a Replacement Contractor is contractually obliged to honour; and 32.9.10 any claim made by or in respect of any person employed or engaged or formerly employed or engaged by the Contractor or any Affiliate of the Contractor or any Sub-Contractor other than an Outgoing Employee for whom it is alleged the Purchaser or a Replacement Contractor may be sought hereunder liable by virtue of the Agreement or TUPE. 32.10 The Contractor indemnifies the Purchaser and will give any Replacement Contractor against any and all Employee Liabilities which the Indemnifying Party such information with Purchaser or Replacement Contractor may incur arising from any act or omission of the Contractor or any Affiliate of the Contractor or any Sub-Contractor or any other event or occurrence in relation to any member of Staff, who is not an Outgoing Employee, during any period whether before, on or after the date of the Outgoing Relevant Transfer. 32.11 The Contractor indemnifies the Purchaser and any Replacement Contractor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and any other liabilities which the Purchaser or Replacement Contractor may incur in respect thereto as of the Indemnifying Party may reasonably request; but no failure emoluments and outgoings referred to give such notice in Clause 24.3. 32.12 In the event of termination pursuant to Clause 25.4.2, the Contractor shall relieve be liable for and shall indemnify and keep the Indemnifying Party Purchaser indemnified in respect of any liability hereunder and all loss resulting from such termination. 32.13 The Contractor shall indemnify the Purchaser against any losses, liabilities, damages, costs (except including but not limited to legal fees) and expenses incurred by or awarded against, the extent Purchaser as a result of any breach by the Indemnifying Party has suffered actual prejudiceContractor of anti-slavery laws.

Indemnities. (aA) Transferee will Tenant shall indemnify Transferor and hold Transferor Landlord, its employees and agents harmless from any liabilityand against all costs, lossdamages, cost or expense claims, liabilities and expenses ("Claim"), including reasonable attorneys' ’ fees) suffered by or claimed against Landlord, which shall result from (i) the incorrectness of any representation directly or breach of any warranty of Transferee contained in this Agreement or in any other agreementindirectly, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon on or arising out of Transferor's ownership, management, disposition or sale (a) Tenant’s use and occupancy of the Containers. Upon payment Premises or the business conducted by Tenant therein, (b) any negligent or wrongful act or omission of such indemnityTenant or any Tenant Party, Cronos (c) any breach of Tenant’s obligations under this Lease, including failure to surrender the Premises upon the expiration or Transferorearlier termination of the Lease Term, as or (d) any entry by Tenant or any Tenant Party upon the Lot prior to the Commencement Date, except in the case may beof (a), (c) and (d) to the extent caused by the negligent or wrongful act or omission of Landlord, its agents or employees. In the event Landlord and/or its managing agent shall, without fault on their part, be made a party(ies) to any litigation commenced by or against Tenant (other than a suit commenced by one party to this Lease against the other), then Tenant shall be subrogated to Transferee's rights against any third parties respecting the Claimsprotect and hold them harmless, and shall pay all reasonable costs and expenses and reasonable attorneys’ fees incurred or paid by Landlord and/or its managing agent in connection with such litigation. (cB) A party seeking indemnification pursuant to Sections 21(aLandlord shall indemnify and hold Tenant, its employees and agents harmless from and against all costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees) suffered by or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion claimed against Tenant, directly or indirectly, based on or arising out of any Claimnegligent or wrongful act or omission of Landlord or its agents, vendors, contractors or employees. In the commencement of event Tenant shall, without fault on its part, be made a party to any actionlitigation commenced by or against Landlord (other than a suit commenced by one party to this Lease against the other), suit then Landlord shall protect and hold them harmless, and shall pay all costs, expenses and reasonable attorneys’ fees incurred or proceeding, paid by Tenant in respect of which indemnify may be sought hereunder and will give the Indemnifying Party connection with such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudicelitigation.

Indemnities. 9.1 Without limiting the rights of the Buyer to claim damages for breach of the Seller’s Warranties on a warranty basis, the Seller shall indemnify the Buyer against all Losses arising from or in connection with any liability (except to the extent taken into consideration in the Completion Accounts): (a) Transferee will indemnify Transferor for Taxes, claims and hold Transferor harmless assessments (including any late payment interest) from any liabilityTaxation Authority arising from or in connection with payments made to the Seller pursuant to the Transaction Documents, lossother than Transaction Taxes; (b) for Tax liabilities of the Company and/or its Subsidiaries (including any late payment interest) arising with respect to the period prior to, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness arising as a consequence of any representation or breach event which occurred before, Completion, over and above any reserve for Taxes reflected in the Accounts and/or the Completion Accounts; (c) in the event of any warranty investigation, enquiry, demand or claim by any Taxation Authority related to or with the affairs of Transferee contained in this Agreement the Buyer arising from or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee out of any actual or alleged Tax liability of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee the Seller in connection with the transactions contemplated herein, whether or not legitimate or valid under applicable laws, the Seller shall reimburse the Buyer for all costs and expenses incurred by this Agreementthe Buyer in relation thereto, including fees of legal counsel, tax advisers and accountants; (d) arising from the failure to obtain the TRC; (e) arising from any claims made under the guarantee from Oman International Bank on behalf of Willbros Engineers (UAE) Branch expiring 19 March 2013; (f) subject to schedule 4, arising from any claims made in respect of projects completed by the Company and its Subsidiaries within the ten year period ending on the date of Completion; (g) in respect of claims relating to employee end of service benefits, gratuities and/or pensions arising as a consequence of the policy followed by the Company and its Subsidiaries in respect of dismissing and immediately re-hiring employees on an annual basis, up to and including the date of Completion; and (h) arising as a consequence of the 2009 merger between Willbros International Equipment Limited and International Pipeline Equipment Inc. 9.2 Without limiting the rights of the Seller to claim damages for breach of the Buyer’s warranties on a warranty basis, the Buyer shall indemnify the Seller against all Losses arising from or in connection with any liability: (iiia) for Taxes, claims and assessments (including any Claim late payment interest) from any Taxation Authority arising from or legal proceedings in connection with payments made to the Buyer pursuant to the Transaction Documents, other than Transaction Taxes; (b) for Tax liabilities of the Company and/or its Subsidiaries (including any late payment interest) arising with respect to any Containers relating to period after, or arising as a consequence of any period after event which occurred after, Completion; and (c) in the Closing Date with respect to such Containers. Upon payment event of such indemnityany investigation, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstandingenquiry, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its demand or claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless any Taxation Authority related to or with the affairs of the Seller arising from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness or out of any representation actual or breach alleged Tax liability of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor the Buyer in connection with the transactions contemplated herein, whether or not legitimate or valid under applicable laws, the Buyer shall reimburse the Seller for all costs and expenses incurred by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing DateSeller in relation thereto, including Claims fees of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownershiplegal counsel, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimstax advisers and accountants. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") 9.3 The Seller and the Buyer shall give prompt notice to share equally the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of responsibility for any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceTransaction Taxes.

Indemnities. (a) Transferee will indemnify Transferor Each of the Obligors agrees to, jointly and severally, indemnify, defend and hold Transferor the Manager (including, for the avoidance of doubt, any replacement Manager) and its agents, officers and employees harmless from and against any liabilityand all suits, lossliabilities, cost damages, or expense claims ("Claim"including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way relating to the Tenant Site Assets, the Manager’s performance of the Services hereunder, or the exercise by the Manager of the powers or authorities herein or hereafter granted to the Manager, except for those actions, omissions and breaches of Manager in relation to which the Manager has agreed to indemnify the Obligors pursuant to Section 25(b). (b) The Manager agrees to indemnify, defend and hold the Obligors harmless from and against any and all suits, liabilities, damages, or claims for damages (including any reasonable attorneys' fees’ fees and other reasonable costs and expenses relating to any such suits, which shall result from liabilities or claims), in any way relating to (i) any acts or omissions of the incorrectness Manager or its agents, officers or employees in the performance of the Services hereunder constituting fraud, gross negligence or willful misconduct or (ii) any material breach of any representation or breach warranty made by the Manager hereunder. If any legal action or other proceeding of any warranty kind is brought for the enforcement of Transferee contained in this Agreement or in because of a default, misrepresentation, or any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee dispute in connection with any provision of this Agreement or the transactions contemplated by this Agreement; Services, the successful or prevailing party shall be entitled to recover all fees and other costs incurred in such action or proceeding, in addition to any other relief to which it may be entitled. (iiic) If any Claim action or legal proceedings proceeding is brought against an Indemnified Party with respect to any Containers relating to any period after which indemnity may be sought under this Section 25, the Closing Date with respect to such Containers. Upon Indemnitor, upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel and payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in any such indemnityaction or proceeding and to participate in the defense thereof, Transferee shall be subrogated to but the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee Indemnitor shall not be required to indemnify Transferor if pay the fees and to expenses of such separate counsel unless such separate counsel is employed with the extent Transferor is indemnified written approval and fully compensated for its claim by a third partyconsent of the Indemnitor, which shall not be unreasonably withheld or refused. (bd) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained The indemnities in this Agreement Section 25 shall survive the expiration or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale termination of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the ClaimsAgreement. (ce) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") The indemnities payable under this Section 25 by the Obligors shall give prompt notice be subject to the party from whom availability of funds for such indemnification is sought (the "Indemnifying Party"purpose in accordance with Section 5.01(a) of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceIndenture.

Indemnities. (a1) Transferee will indemnify Transferor Manager hereby agrees to indemnify, defend and protect Owner and its respective officers and directors (such persons collectively called the "INDEMNIFIED PARTIES" for the purposes of this Section XVIII.O(1)), and hold Transferor each of the Indemnified Parties harmless against all losses, damages, costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses incurred in good faith and court costs) incurred by the Indemnified Parties by reason of any claim or demand being made upon or any action taken against any of the Indemnified Parties arising from any liabilityManager's gross negligence or willful misconduct or fraud with respect to its duties and obligations under this Agreement. The Indemnified Parties shall, lossin good faith, cost endeavor to notify Manager in writing as to every such claim, demand or expense action against the Indemnified Parties within ten (10) Business Days after the Indemnified Parties become aware that such claim or demand has been made or such action has been taken. A failure to notify Manager shall not limit Manager's liability under this Section XVIII.O(1) to the extent that such failure to notify does not adversely affect Manager's rights with respect to such claim. (2) Owner hereby agrees to indemnify, defend and protect Manager and each of Manager's constituent partners and their respective officers and directors (each such person collectively called the "Claim"INDEMNIFIED PARTIES" for the purposes of this Section XVIII.O(2)), including reasonable and hold each of the Indemnified Parties harmless against all losses, damages, costs, expenses and liabilities (including, without limitation, attorneys' fees, which shall result fees and expenses incurred in good faith and court costs) incurred by the Indemnified Parties by reason of any claim or demand being made upon or any action taken against any of the Indemnified Parties arising from (i) any gross negligence or willful misconduct or fraud of Owner, except to the incorrectness of any representation extent Manager or breach of any warranty of Transferee contained in this Agreement its Affiliate is responsible for such gross negligence or in any other agreementwillful misconduct, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach any act taken or omission made by Transferee of any Manager in the performance of its covenants or agreements contained in obligations under this Agreement, any other agreementwhich act or omission was not the result of Manager's gross negligence or willful misconduct or fraud. The Indemnified Parties shall, instrumentin good faith, certificate endeavor to notify Owner in writing as to every such claim, demand or other document delivered by Transferee in connection with action against the transactions contemplated by this Agreement; or indemnified parties within ten (iii10) any Claim or legal proceedings with respect to any Containers relating to any period Business Days after the Closing Date Indemnified Parties become aware that such claim or demand has been made or such action has been taken. A failure to notify Owner shall not limit Owner's liability under this Section XVIII.O(2) to the extent that such failure to notify does not adversely affect Owner's rights with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyclaim. (b3) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claimNo person engaged as an independent contractor by Owner or Manager shall be considered an employee, including reasonable attorneys' feesservant, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate agent or other document delivered by Cronos Person that Owner or Transferor pursuant hereto; Manager (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, ) shall be subrogated obligated to Transferee's rights against any third parties respecting indemnify for the Claimspurposes of this Section XVIII. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will Borrower hereby agrees to reimburse and indemnify Transferor the respective Letter of Credit Issuer for and hold Transferor harmless from against any liabilityand all liabilities, lossobligations, cost losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or expense ("Claim")disbursements of whatsoever kind or nature which may be imposed on, including reasonable attorneys' fees, which shall result from (i) the incorrectness asserted against or incurred by such Letter of any representation or breach of any warranty of Transferee contained Credit Issuer in this Agreement or performing its respective duties in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers way relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferorits issuance of Letters of Credit; provided, however, that Borrower shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Letter of Credit Issuer's ownership, management, disposition gross negligence or sale willful misconduct or the failure of the Containers. Upon payment respective Letter of Credit Issuer to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") Letter of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to Credit. To the extent the Indemnifying Party has suffered actual prejudicerespective Letter of Credit Issuer is not indemnified by Borrower, the Participants will reimburse and indemnify such Letter of Credit Issuer, in proportion to their respective Percentages, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by such Letter of Credit Issuer in performing its respective duties in any way relating to or arising out of its issuance of Letters of Credit; provided, however, that no Participants shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Letter of Credit Issuer's gross negligence or willful misconduct.

Indemnities. 7.3.1 The Applicant and the Relevant Indemnifying Company shall (on a joint and several basis) within 3 Business Days of demand being made by the relevant Issuing Bank indemnify the relevant Issuing Bank against any cost, loss or liability incurred by that Issuing Bank (otherwise than by reason of that Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Bond. 7.3.2 Subject to the provisions of Clause 6.1 of Clause 6 (Long Dated Bonds) and of sub-clause 8.8.2 of Clause 8 (Repayment, Prepayment and Cancellation), each Bank shall (according to its Proportion) immediately on demand indemnify the relevant Issuing Bank against any cost, loss or liability incurred by that Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Bond (unless that Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document). 7.3.3 The Applicant and the Relevant Indemnifying Company shall (on a joint and several basis) within 3 Business Days of demand being made on it reimburse any Bank for any payment it makes to any Issuing Bank under this Clause 7.3 in respect of a Bond. 7.3.4 The obligations of the Applicant, each Indemnifying Company and each Bank under this Clause 7 are continuing obligations and will extend to the ultimate balance of sums payable by that Applicant, Indemnifying Company or Bank in respect of any Bond, regardless of any intermediate payment or discharge in whole or in part. 7.3.5 The obligations of the Applicant, each Indemnifying Company and any Bank under this Clause 7 will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 7 (without limitation and whether or not known to it or any other person) including: (a) Transferee will indemnify Transferor and hold Transferor harmless from any liabilitytime, losswaiver or consent granted to, cost or expense ("Claim")composition with, including reasonable attorneys' feesany Obligor, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate beneficiary under a Bond or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party.person; (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness release of any representation other Obligor or breach any other person under the terms of any warranty of Cronos composition or Transferor contained in this Agreement or in arrangement with any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (creditor or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale member of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims.Group; (c) A party seeking indemnification pursuant the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to Sections 21(a) perfect, take up or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Bond or other person or any non-presentation or non-observance of any Claim, formality or the commencement of any action, suit or proceeding, other requirement in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no any instrument or any failure to give such notice shall relieve realise the Indemnifying Party full value of any liability hereunder security; (except to d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the extent the Indemnifying Party has suffered actual prejudicemembers or status of an Obligor, any beneficiary under a Bond or any other person; (e) any amendment (however fundamental) or replacement of a Finance Document, any Bond or any other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Bond or any other document or security; or (g) any insolvency or similar proceedings.

Indemnities. (a) Transferee will indemnify Transferor Subject to any liability of the Commercial Manager pursuant to Clause 12.2 hereto, the members of the Group hereby ratify and hold Transferor harmless from any liabilityconfirm, lossand undertake at all times to ratify and confirm, cost whatever may be done or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) caused to be done by the incorrectness Commercial Manager in the course of any representation or breach of any warranty of Transferee contained in this Agreement or in the provision of the Management Services and the members of the Group hereby undertake to keep the Commercial Manager and its respective employees and agents indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or any other agreement, instrument, certificate one of them or other document delivered incurred or suffered by Transferee pursuant hereto; (ii) a breach by Transferee them or any one of any them arising out of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment performance of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, and against and in respect of all loss, damages, costs and expenses (including legal costs and expenses on a full indemnity basis) which the Commercial Manager may suffer or incur (either directly or indirectly) in defending or settling the same. 12.1 The Commercial Manager shall be under no liability whatsoever to the members of the Group for any other agreementloss, instrumentdamage, certificate delay or other document delivered expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of the performance of the Management Services hereunder unless same is proved to have resulted solely from gross negligence or willful default of the Commercial Manager or its employees or agents or subcontractors employed by Cronos or Transferor it in connection with the transactions contemplated Vessels, in which case (except where loss, damage, delay or expense has resulted from the Commercial Managers’ personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage delay or expense would probably result) the Commercial Manager’s liability (any such liability arising in accordance herewith always being on an individual basis in relation to each Manager) for all incidents or series of incidents arising in any calendar year shall never exceed a total of 10 times the actual annual management fee paid in that year. 12.2 No employee, agent or subcontractor of the Commercial Manager shall in any circumstances whatsoever be liable to the members of the Group for any loss, damage or delay arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course or in connection with his employment and without prejudice to the generality of the forgoing provisions of this Clause 12, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to and enjoyed by the Commercial Manager or to which the said Commercial Manager is entitled hereunder, shall also be available and shall extend to protect every such employee, agent or subcontractor of the Commercial Manager acting as aforesaid and for the purpose of all the foregoing provisions of this clause 12 the Commercial Manager is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will indemnify Without limiting any other rights which the ----------- Company or the Bank Investors may have hereunder or under applicable law, the Transferor and hold Transferor harmless CompuCom hereby agree to indemnify the Company, the Bank Investors, the Agent, the Liquidity Provider and the Credit Support Provider and any permitted assigns and their respective officers, directors and employees (collectively, "Indemnified Parties") from and against any liabilityand all damages, loss------------------- losses, cost or expense ("Claim")claims, liabilities, costs and expenses, including reasonable attorneys' feesfees (which such attorneys may be employees of the Bank Investors, the Liquidity Provider, the Credit Support Provider or the Agent) and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded ------------------- against or incurred by any of them arising out of or as a result of this Agreement or the ownership, either directly or indirectly, by the Company or the Bank Investors of the Transferred Interest excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of an Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting the generality of the foregoing, CompuCom and Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (a) any representation or warranty made by CompuCom, the Collection Agent or the Transferor (or any of their respective officers) under or in connection with this Agreement, the Receivables Purchase Agreement, any Investor Report or any other information or report delivered by either of them pursuant hereto, which shall result from have been false or incorrect in any material respect when made or deemed made; (ib) the incorrectness failure by CompuCom, the Collection Agent or the Transferor to comply with any applicable and material law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any representation Receivable or breach the related Contract with any such applicable and material law, rule or regulation; (c) the failure to vest and maintain in the Transferor an undivided percentage ownership interest in the Receivables free and clear of any warranty Adverse Claim or the failure to vest and maintain vested in the Company an undivided percentage ownership interest, to the extent of Transferee contained the Transferred Interest, or a first priority perfected security interest, in this Agreement the Receivables and the Related Security and Collections with respect thereto, free and clear of any Adverse Claim; (d) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, any part of which is included in the Transferred Interest; (e) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable, any part of which is included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services; (f) any failure of CompuCom or the Transferor, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; or (g) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in any other agreement, instrument, certificate connection with merchandise or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee services which are the subject of any Receivable; provided, however, that if the Company enters into agreements for the purchase -------- ------- of its covenants interests in receivables from one or agreements contained in this Agreementmore Other Transferors, any other agreement, instrument, certificate or other document delivered by Transferee the Company shall allocate such Indemnified Amounts which are in connection with the transactions contemplated 66 Liquidity Provider Agreement, the Credit Support Agreement or the credit support furnished by this Agreementthe Credit Support Provider to the Transferor and CompuCom and each Other Transferor; or (iii) any Claim or legal proceedings with respect and provided, further, that if such Indemnified Amounts are -------- ------- attributable to the Transferor and CompuCom and not attributable to any Containers relating to any period after Other Transferor, the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee Transferor and CompuCom shall be subrogated solely liable for such Indemnified Amounts or if such Indemnified Amounts are attributable to Other Transferors and not attributable to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstandingTransferor and CompuCom, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, Other Transferors shall be subrogated to Transferee's rights against any third parties respecting the Claimssolely liable for such Indemnified Amounts. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will MR shall indemnify Transferor and hold Transferor harmless harmless, and cause SWBT to indemnify and hold harmless, Innotrac from and against any liabilityand all claims, lossdemands, cost actions, causes of actions, losses, expenses and costs incurred by Innotrac as a result of or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date actions of or by MR and SWBT and their respective employees, contractors and agents (not including Innotrac) which claims, demands, actions, causes of actions, losses, expenses and costs arise out of or related to contracts by MR and SWBT and their respective employees, contractors and agents.(not including Innotrac) with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partySWBT customers. (b) Cronos MR represents that it has, by virtue of the SWBT Contract, the right and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from authority to (i) utilize the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; Insignia (defined below), and (ii) a breach by Cronos or Transferor authorize Innotrac to utilize the Insignia. In the event of any infringement or claim of its covenants or agreements contained in this Agreementinfringement of any patent, any other agreementtrademark, instrumentcopyright, certificate trade secret or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) proprietary interest arising out of or relating to the use of the Insignia or the Services, MR shall indemnify and hold harmless Innotrac from any period prior to and including the Closing Dateall actions, causes of action, demands, losses, damages, expenses or liabilities, including Claims costs and reasonable attorneys fees, that may result by reason of limited partners in Transferor any such infringement by or other third parties based upon or arising out claim of Transferor's ownership, management, disposition or sale infringement against Innotrac provided that Innotrac has complied with the provisions of the Containers. Upon payment of such indemnity, Cronos or Transferor, as SWBT Contract relating to the case may be, manner in which the Insignia shall be subrogated to Transferee's rights against any third parties respecting the Claimshandled. (c) A party seeking MR shall provide Innotrac with a letter of indemnification pursuant from Thomson Consumer Electronics, in the form set forth in Appendix F, and MR shall thereafter have no liability to Sections 21(a) Innotrac arising out of or (b) above (an "Indemnified Party") shall give prompt notice relating to the party from whom such indemnification is sought (the "Indemnifying Party") any failure or delay by manufacturers of the assertion Products to comply with their Product warranties. (d) To the extent not covered by Innotrac's insurance, MR shall indemnify and hold harmless Innotrac from and against any and all claims, losses, demands, costs, expenses, including but not limited to attorney fees expenses, actions, actions and causes of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify actions and other losses as may be sought hereunder incurred by Innotrac which claims, losses, demands, costs, expenses, including but not limited to attorney fees expenses, actions, actions or causes of actions arise out of or relate to defects in the Products. RESTRICTED - PROPRIETARY INFORMATION The information contained herein is for use by authorized employees of the parties hereto only and will give is not for general distribution within or outside their respective companies. (e) The foregoing indemnifications shall survive the Indemnifying Party such information termination, cancellation or expiration of this Contract. (f) Innotrac and MR shall both carry general liability and product defect insurance with respect thereto as coverages in the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceminimum amounts set forth in Appendix E.

Indemnities. (a) Transferee will The Borrower shall, whether or not the transactions herein contemplated are consummated, indemnify Transferor the Lender and its respective officers, directors, employees, representatives, attorneys and agents from and hold Transferor each of them harmless from against any liabilityand all liabilities, lossobligations, cost losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements incurred by any of them as a result of, or expense ("Claim")arising out of, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreementway related to, instrument, certificate or by reason of litigation or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee proceeding related to the entering into and/or performance of any Financing Document or the disbursement of, or use of its covenants the proceeds of the Term Loan Facility or agreements contained the implementation or consummation of any transactions contemplated herein or in this Agreementany Financing Document, including, without limitation, the occurrence of any other agreementEvent of Default, instrument, certificate or other document delivered the reasonable fees and disbursements of counsel and any consultants selected by Transferee such indemnified party incurred in connection with any such investigation or any Legal Proceeding or in connection with enforcing the transactions contemplated by provisions of this Agreement; or Section 6.2(a) (iii) but excluding any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnityliabilities, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstandinglosses, Transferee shall not be required to indemnify Transferor if penalties, judgments, suits, costs, expenses and disbursements to the extent Transferor is incurred by reason of the gross negligence or willful misconduct of the indemnified and fully compensated for its claim Person, as determined by a third partycompetent court). (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) To the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained extent that the undertakings in this Agreement Section 6 may be unenforceable because they violate any Applicable Law. The Borrower will contribute the maximum portion that it is permitted to pay under Applicable Law. The Borrower hereby undertakes that it shall not raise the defense of or in claim unenforceability, for any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor reason whatsoever, of any of its covenants or agreements contained in the provisions of this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the ClaimsSection 6. (c) A party seeking indemnification pursuant to Sections 21(aThe Borrower shall reimburse the Lender all such sums paid, costs incurred and indemnities specified in this Section 6 within thirty (30) or days from the date of demand thereof from such Lender. (bd) above In case of default by the Borrower in making such reimbursement in accordance with Section 6.2(c) above, the Borrower shall also pay on the defaulted amounts, interest at the Default Interest Rate from the expiry of thirty (an "Indemnified Party"30) shall give prompt days from the date of notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudicedemand till reimbursement.

Indemnities. The Master Servicer agrees to indemnify, defend and save harmless each Indemnified Party and each Buyer Indemnified Party, other than for the gross negligence, bad faith or willful misconduct of such Indemnified Party and any of its Related Parties or such Buyer Indemnified Party and any of its Related Parties, forthwith on demand, from and against any and all losses, claims, damages, liabilities, costs and expenses (aincluding all reasonable and documented attorneys’ fees and expenses, reasonable and documented expenses incurred by its respective credit recovery groups (or any successors thereto) Transferee will indemnify Transferor and hold Transferor harmless reasonable and documented expenses of settlement, litigation or preparation therefor) which any Indemnified Party or Buyer Indemnified Party may incur or which may be asserted against any Indemnified Party or Buyer Indemnified Party by any Person (including any Obligor or any other Person whether on its own behalf or derivatively on behalf of the Seller) arising from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from incurred in connection with: (i) the incorrectness characterization in any Monthly Report, Compliance Certificate or other statement made by the Master Servicer or any Subservicer of any representation Receivable as an Eligible Receivable which was not an Eligible Receivable at the time of such characterization; (ii) any representation, warranty or breach of statement made or deemed made by the Master Servicer or any warranty of Transferee contained Subservicer under or in connection with this Agreement or in any other agreementTransaction Document, instrument, certificate any Monthly Report or Compliance Certificate or other document delivered by Transferee pursuant hereto; the Master Servicer or any Subservicer or to be delivered by the Master Servicer or any Subservicer in connection herewith or with any other Transaction Document as being incorrect in any material respect when made or deemed made or delivered; (iiiii) a breach the failure by Transferee the Master Servicer or any Subservicer to comply in any material respect with any applicable Law with respect to any Receivable or any Related Security with respect thereto; (iv) any failure of the Master Servicer or any Subservicer to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document or to perform its duties or obligations with respect to any Receivable; (v) the commingling by the Master Servicer or any Subservicer of Collections of Receivables at any time with other funds; (vi) any action or omission by the Master Servicer or any Subservicer reducing or impairing the rights of any of its covenants or agreements contained in Financing Party under this Agreement, any other agreement, instrument, certificate Transaction Document or any other instrument or document delivered furnished by Transferee in connection with the transactions contemplated by this Agreement; it pursuant hereto or (iii) any Claim thereto or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party.Receivable; (bvii) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless any investigation, litigation or proceeding related to or arising from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreementTransaction Document or any other instrument or document furnished pursuant hereto or thereto, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions any transaction contemplated by this Agreement; Agreement or (iii) the servicing, administering or collecting of any Claim Receivable, insofar as such investigation, litigation or legal proceedings with respect proceeding relates to the Master Servicer or any Containers Subservicer or relates to or arises from the servicing, administering or collecting of any Receivable by the Master Servicer or any Subservicer (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except do so to the extent required by this Agreement or the Indemnifying other Transaction Documents); or (viii) any claim brought by any Person other than an Indemnified Party has suffered actual prejudiceor Buyer Indemnified Party arising from any activity by the Master Servicer or any Subservicer in servicing, administering or collecting any Receivable (or the failure to do so to the extent required by this Agreement or the other Transaction Documents); provided that nothing in this Section 9.07 shall be deemed to provide indemnity to the Indemnified Parties or the Buyer Indemnified Parties for (i) credit losses due to Defaulted Receivables or (ii) any Taxes.

Indemnities. The Borrower shall from time to time within five (5) Business Days of demand indemnify each Indemnitee for all Losses suffered or incurred by that Indemnitee: 16.2.1 relating to, or arising directly or indirectly from the purchase, sale, import, export, registration, ownership, leasing, management, servicing, operation, possession, use, storage, condition, delivery, design, manufacture, modification, conversion, repair, refurbishment, inspection, insurance or maintenance of any Aircraft; 16.2.2 due to any design, article or material in any Aircraft or the operation or use thereof constituting an infringement of any patent or other intellectual property right or any other similar right whatsoever; 16.2.3 in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of any Aircraft or in securing the release of any Aircraft; or 16.2.4 in connection with any Total Loss or Final Disposition of any Aircraft, provided that the Borrower shall not be liable to pay to an Indemnitee any such Losses to the extent that: (a) Transferee will indemnify Transferor and hold Transferor harmless from any liabilitysuch Losses are the result of the fraud, loss, cost gross negligence or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment wilful misconduct of such indemnityIndemnitee or a Related Indemnitee (or, Transferee shall be subrogated to in the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale case of the Containers. Upon payment Agent and the Security Trustee, or a Related Indemnitee thereof, such Losses are the result of such indemnitythe fraud, Cronos gross negligence or Transferorwilful default by the Agent or the Security Trustee, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims.or a Related Indemnitee thereof); (b) such Losses constitute ordinary and usual operating or overhead expenses of such Indemnitee or a Related Indemnitee; (c) A party seeking indemnification such Losses are the result of the breach by such Indemnitee or a Related Indemnitee of any of its express obligations under, or as a result of any misrepresentation of such Indemnitee contained in, any of the Transaction Documents (other than a breach or misrepresentation which is attributable to the breach by any other person of its obligations under the Transaction Documents); (d) the Indemnitee receives and is entitled to retain free from liability to account to any person therefor and in respect thereof a payment under any Insurances or from any other source which is made in settlement or reimbursement of the relevant Loss; or (e) such Losses relate to Taxes; or (f) such Losses relate to any Security Interest that is created by such Indemnitee or a Related Indemnitee or arise as a result of any act or omission of such Indemnitee or a Related Indemnitee or any person claiming by, through or under such Indemnitee or a Related Indemnitee; or (g) such Losses relate to Taxes and have actually been compensated for pursuant to Sections 21(asub-clause 13.2.1 (or would have been compensated for under Clause 13.2 (Tax indemnity) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") but was not so compensated solely because any of the assertion of any Claim, or the commencement of any action, suit or proceeding, exclusions in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudicesub-clause 13.2.2 applied).

Indemnities. (a) Transferee will indemnify Without limiting any other rights that Buyer may have hereunder or under applicable law, each Transferor and hold Transferor harmless Smithfield Support hereby agrees to indemnify (and pay upon demand to) Buyer, and its officers, directors, agents and employees (each an “Indemnified Party”) from and against any liabilityand all damages, losslosses, cost or expense ("Claim")claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees’ fees (which attorneys may be employees of Buyer) and disbursements and, which shall result from (i) to the incorrectness of any representation extent such Transferor or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this AgreementSmithfield Support does not timely pay such indemnity, any other agreementadditional liability (including penalties, instrument, certificate interest and expenses) arising from or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating of the foregoing (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in them arising out of or as a result of this Agreement to or the contrary notwithstandingacquisition, Transferee either directly or indirectly, by Buyer of an interest in the Receivables originated by such Transferor, provided, however, that the indemnification obligations of each Transferor and Smithfield Support hereunder shall not be required to indemnify Transferor if and expressly exclude: (a) Indemnified Amounts to the extent Transferor is indemnified and fully compensated for its claim by a third party.final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (b) Cronos and Indemnified Amounts to the extent the same includes losses in respect of Receivables originated by such Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claimthat are uncollectible on account of the insolvency, including reasonable attorneys' fees, which shall result from (i) bankruptcy or lack of creditworthiness of the incorrectness related Obligor or the intentional non-payment of any representation or amounts due by the related Obligor in breach of any warranty of Cronos or Transferor contained its obligations in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims.Receivable; or (c) A party seeking indemnification pursuant taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, and taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction in which such Indemnified Party’s principal executive office is located or any political subdivision thereof; provided, however, that nothing contained in this sentence shall limit the liability of such Transferor or Smithfield Support or limit the recourse of each Indemnified Party to Sections 21(a) such Transferor or Smithfield Support for amounts otherwise specifically provided to be paid by such Transferor under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, but subject in each case to clauses (a), (b) above and (an "c) above, each Transferor and Smithfield Support, as applicable, shall indemnify each Indemnified Party") shall give prompt notice Party for Indemnified Amounts relating to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceresulting from:

Indemnities. (a) Transferee will 11.1 SCEE shall indemnify Transferor and hold Transferor Publisher harmless from and against any liabilityand all claims, losslosses, cost or expense ("Claim")liabilities, damages, expenses and costs, including without limitation reasonable attorneys' feesfees for lawyers, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such claim, which shall result from or are in connection with a breach of any of the warranties provided by SCEE herein; provided however that Publisher shall give prompt written notice to SCEE of the assertion of any such claim, and provided further that SCEE shall have the right to select counsel and control the defence and/or settlement thereof, subject to the right of Publisher to participate in any such action or proceeding at its own expense with counsel of its own choosing. SCEE shall have the exclusive right, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to such matters as shall be deemed appropriate by SCEE. Publisher shall provide SCEE, at no expense to Publisher, reasonable assistance and cooperation concerning any such matter. Publisher shall not agree to the compromise, settlement or abandonment of any such claim, action or proceeding without SCEE's prior written consent. [*] 11.2 Publisher shall indemnify and hold SCEE harmless from and against any and all claims, losses, liabilities, damages, expenses and costs, including without limitation reasonable fees for lawyers, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such claim, which result from or are in connection with (i) the incorrectness of any representation or a breach of any warranty of Transferee contained the warranties provided by Publisher herein or any breach of Publisher's confidentiality obligations as referred to in this Agreement Clause 9.1 hereof, or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee any claim of infringement or alleged infringement of any of its covenants or agreements contained in this AgreementThird Party Intellectual Property Rights with respect to Licensed Developer Software, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment claim of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in connection with any certificate injury (including death) or other document delivered property damage, by Cronos whomsoever such claim is made arising (in whole or Transferor pursuant hereto; (iiin part) a breach by Cronos or Transferor out of the manufacture, sale and/or use of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this AgreementManufactured Materials unless resulting from the proven negligence of Sony; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") provided however that SCEE shall give prompt written notice to the party from whom such indemnification is sought (the "Indemnifying Party") Publisher of the assertion of any Claimsuch claim, and provide further that Publisher shall have the right o select counsel and control the defence and/or settlement thereof, subject to the right of SCEE to participate in any such action or proceeding at its own expense with counsel of its own choosing. Publisher shall have the commencement exclusive right, at its discretion, to commence and/or prosecute at its own expense any lawsuit or to take such other action with respect to such matter as shall be deemed appropriate by Publisher. SCEE shall provide Publisher, at no expense to SCEE, reasonable assistance and cooperation concerning any such matter, SCEE shall not agree to the compromise, settlement or abandonment of any actionsuch claim, suit action or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceproceeding without Publisher's prior written consent.

Indemnities. 2.5.1 Each Participant shall indemnify the other Participant, its directors, officers, employees, agents and attorneys or Affiliates (acollectively “Indemnified Participant”) Transferee will indemnify Transferor and hold Transferor harmless from against any liability, loss, cost cost, expense, damage or expense liability ("Claim"), including reasonable attorneys' fees, which shall result from (ilegal fees and other expenses) the incorrectness due to claims by third parties arising out of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) based on a breach by Transferee the Participant (“Indemnifying Participant”) of any of its covenants representation, warranty or agreements covenant contained in this Agreement, . 2.5.2 If any other agreement, instrument, certificate claim or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim demand by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights party is asserted against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, Participant in respect of which indemnify such Indemnified Participant may be sought hereunder and will give entitled to indemnification under this Agreement, written Notice of such claim or demand shall promptly be given to the Indemnifying Party such information Participant. The Indemnifying Participant shall have the right, but not the obligation, by notifying the Indemnified Participant within thirty (30) days after its receipt of the Notice of the claim or demand, to assume the entire Control of (subject to the right of the Indemnified Participant to participate, at the Indemnified Participant’s expense and with respect thereto as counsel of the Indemnified Participant’s choice), the defense, compromise, or settlement of the matter. Any damages to the Assets or business of the Indemnified Participant caused by a failure by the Indemnifying Party may reasonably request; but no failure Participant to give such notice shall relieve defend, compromise, or settle a claim or demand in a reasonable and expeditious manner requested by the Indemnified Participant, after the Indemnifying Party Participant has given Notice that it will assume control of any liability hereunder (except to the extent defense, compromise, or settlement of the matter, shall be included in the damages for which the Indemnifying Party Participant shall be obligated to indemnify the Indemnified Participant. Any settlement or compromise of a matter by the Indemnifying Participant shall include a full release of claims against the Indemnified Participant which has suffered actual prejudicearisen out of the indemnified claim or demand.

Indemnities. 9.1 Each of the Seller and the Warrantors shall indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters: (a) Transferee will indemnify Transferor and hold Transferor harmless from Any liability to Taxation, fine or penalty together with any liability, loss, cost damage or expense ("Claim"), including reasonable attorneys' fees, which shall result costs arising from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated related to the indemnitee's rights against Share for Share Exchange and any third parties respecting need for remedial action to be carried out in respect of the Claims. Anything contained same in this Agreement order to ensure that the Seller has proper legal and beneficial title to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party.Sale Shares; (b) Cronos Any obligation, liability, cost, loss or damage relating to any outstanding amount due and Transferor jointly payable in respect of the Purple Batch Loan agreement; (c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and severally will indemnify Transferee and hold Transferee harmless from gives them any claimright or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof; (d) Any obligation, liability (including reasonable attorneys' feesany liability to tax or National Insurance Contributions), which shall result from (i) cost, loss or damage incurred by the incorrectness Company relating to payments made to any service company of any representation director, employee or breach sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any warranty failure to disclose these payments as related party transactions by virtue of Cronos the Companies A▇▇ ▇▇▇▇ (or Transferor contained any other relevant legislation or regulation); and (e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties. 9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in this Agreement column 2 of Schedule 1. 9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) damage relating to a breach by Cronos or Transferor him of any of its covenants or agreements contained his obligations in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with clause 10.1 below 9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings Buyer with respect to all and any Containers (cost, loss or any part thereof) arising or damage relating to a breach by him of his obligations in clause 10.1 below. 9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any period prior cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below. 9.6 Any payment made by the Seller and including / or the Closing DateWarrantors in respect of an Indemnity Claim shall include: (a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and (b) any amount necessary to ensure that, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale after any Taxation of the Containers. Upon payment of such indemnitypayment, Cronos or Transferor, the Buyer and the Company (as the case may be, shall be subrogated ) is left with the same amount it would have had if the payment was not subject to Transferee's rights against any third parties respecting the ClaimsTaxation. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will Cytogen agrees to indemnify Transferor and hold Transferor Laureate harmless from any liabilitydamages, lossliabilities, cost or expense losses and expenses ("Claim")including, including without limitation, reasonable attorneys' fees, which shall result from (i) the incorrectness of fees in seeking indemnification hereunder or any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyperson) and amounts paid in settlement of any claim or suit of any nature or kind whatsoever which may be sustained or suffered by Laureate arising with respect to paragraph 9(f) hereof or arising out of, based upon or by reason of, any Cytogen supplied Material not Conforming to the covenant, representation and warranty made by Cytogen in paragraph 11(b) at the time of receipt at the Facility. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claimIn the event a Cytogen Supplied Material does not meet Specification or is otherwise unsuitable for use in the manufacture of CYT-351, including reasonable attorneys' feesCYT-356, which shall result from (i) Filled ProstaScint Product or Filled Sodium Acetat▇ ▇▇▇▇▇ ▇▇▇ receipt thereof at the incorrectness Facility by reason of any representation action, act or breach of any warranty of Cronos activity by Laureate which does not conform to the Cytogen SOPs, the Laureate SOPs, cGMP, the Manufacturing Procedures, the Incoming Acceptance Tests or Transferor contained the Quality Agreement (or Laureate's failure to act in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of conformity with any of its covenants or agreements contained in this Agreementthe foregoing), any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with Laureate's obligation hereunder shall be to indemnify Cytogen for the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale actual cost of the ContainersCytogen Supplied Material in question and all costs, fees and expenses incurred by Cytogen in delivering or causing the delivery of the same to the Facility and for any additional Establishment Fee in the event such failure requires Laureate to perform an obligation hereunder after December 31, 2003. Upon payment of Laureate waives any additional Facility Fee in the event such indemnityfailure requires Laureate to perform an obligation hereunder after December 31, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims2003. (c) A party Cytogen agrees to defend, indemnify and hold Laureate harmless from any and all claims by third persons or governmental entities, damages, liabilities, losses and expenses (including, without limitation, reasonable attorney's fees in seeking indemnification pursuant to Sections 21(ahereunder or defending any claim by a third person or a governmental entity) and amounts paid in settlement of any claim or suit of any nature or kind whatsoever which are founded upon or in any manner involve Filled ProstaScint Product or Filled Sodium Acetate Product and which arise or occur following Cytogen's release for shipment from the Facility of Filled ProstaScint Product and/or Filled Sodium Acetate Product. (bd) above (an "Indemnified Party") shall give prompt The obligations of the indemnifying party under this paragraph 13 are conditioned upon the delivery of written notice to the indemnifying party from whom such indemnification is sought of any potential claim arising under this paragraph 13 (the "Indemnifying PartyClaim") promptly after the indemnified party becomes aware of such claim. The indemnifying party shall manage and control, at its sole expense, the defense of the assertion of Claim and its settlement. The indemnified party shall cooperate with the indemnifying party and may, at its option and expense, be represented in any Claim, or the commencement of any action, suit such action or proceeding. The indemnifying party shall not be liable for any litigation costs or expenses incurred by the indemnified party without indemnifying party's prior written authorization. In addition, in respect of which indemnify may the indemnifying party shall not be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of responsible for any liability hereunder (except to resulting from any settlement or compromise by the extent indemnified party made without the Indemnifying Party has suffered actual prejudiceindemnifying party's prior written consent.

Indemnities. To the extent permitted by law, Tenant shall and does hereby indemnify Landlord and agrees to save it harmless and, at Landlord's option, defend it from and against any and all claims, actions, damages, liabilities and expenses (a) Transferee will indemnify Transferor and hold Transferor harmless from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' and other professional fees) judgments, which shall result from (i) the incorrectness of any representation settlement payments, and fines paid, incurred or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered suffered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee Landlord in connection with loss of life, personal injury and/or damage to property or the transactions contemplated environment suffered by third parties arising from or out of the occupancy or use by Tenant of the Premises or any part thereof or any other part of the Shopping Center, occasioned wholly or in part by any act or omission of Tenant, its officers, agents, contractors, employees or invitees, or arising, directly or indirectly, wholly or in part from any conduct, activity, act, omission, or operation involving the use, handling, generation, treatment, storage, disposal, other management or Release of any Hazardous Substance in, from or to the Premises, whether or not Tenant may have acted negligently with respect to such Hazardous Substance. Tenant's obligations pursuant to this Agreement; or (iii) Section shall survive any Claim or legal proceedings termination of this Lease with respect to any Containers relating to any period after the Closing Date with respect act, omission or occurrence which took place prior to such Containerstermination. Upon payment of such indemnityTo the extent permitted by law, Transferee Landlord shall be subrogated and does hereby indemnify Tenant and agrees to the indemnitee's rights save it harmless from and against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstandingand all claims, Transferee shall not be required to indemnify Transferor if actions, damages, liabilities and to the extent Transferor is indemnified and fully compensated for its claim by a third party. expenses (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' and other professional fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated loss of life, personal injury and/or damage to property suffered by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon arising from or arising out of Transferor's ownership, management, disposition or sale the use of any portion of the Containers. Upon payment Common Areas by Landlord, occasioned wholly or in part by any act or omission of such indemnityLandlord, Cronos its officers, agents, contractors or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsemployees. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee In the event of any registration of the Registrable Securities pursuant to a Holder’s exercise of its Registration Rights: 3.3.1 The Company will indemnify Transferor and hold Transferor harmless from any liabilityharmless, lossto the fullest extent permitted by law, cost each Holder, each person, if any, who controls the Holder and each of the foregoing person’s respective officers, directors, employees, partners, members, attorneys, advisors, agents or expense other representatives ("Claim"a “Holder Indemnified Party”), including reasonable attorneys' feesfrom and against any and all losses, damages, claims, liabilities, joint or several, costs and expenses to which shall result from any such Holder Indemnified Party may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon (i) the incorrectness any untrue statement or alleged untrue statement of any representation or breach of any warranty of Transferee material fact contained in this Agreement or in any other agreementthe Registration Statement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) the omission or alleged omission to state therein a breach by Transferee material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading and the Company will reimburse such Holder Indemnified Party promptly upon demand, for any of its covenants reasonable documented, out-of-pocket legal or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered expenses incurred by Transferee them in connection with the transactions contemplated by this Agreement; investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding or (iii) any Claim violation of alleged violation by the Company of the Securities Act, the Exchange Act or legal proceedings any state securities law or any rule or regulation thereunder, in connection with respect the performance of its obligations under this Agreement; provided that the Company will not be liable to any Containers relating to Holder Indemnified Party in any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated case to the indemnitee's rights against extent that any third parties respecting such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Holder Indemnified Party specifically for inclusion in the Claims. Anything Registration Statement; provided, further, that the indemnity agreement contained in this Agreement subsection 3.3.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the contrary notwithstandingconsent of the Company, Transferee which consent shall not be required to indemnify Transferor if unreasonably withheld, conditioned or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Party and regardless of any sale in connection with such offering by the Holder Indemnified Party. Such indemnity shall survive the transfer of securities by a selling shareholder. 3.3.2 Each Holder participating in a registration hereunder will furnish to the extent Transferor is indemnified Company in writing any information regarding such H▇▇▇▇▇ and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and his or her intended method of distribution of Registrable Securities as the Company may reasonably request and, severally not jointly, will indemnify Transferee and hold Transferee harmless the Company, any other person participating in the distribution, each person, if any, who controls the Company or such other person and each of the foregoing person’s respective officers, directors, employees, partners, members, attorneys, advisors, agents or other representatives (a “Company Indemnified Party”) from and against any claimand all losses, damages, claims, liabilities, costs or expenses (including reasonable attorneys' feesany amounts paid in any settlement effected with the selling shareholder’s consent) to which any such Company Indemnified Party may become subject under applicable law or otherwise, which shall result insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise solely and directly from (i) the incorrectness any untrue or alleged untrue statement of any representation material fact contained in the Registration Statement or breach included in the prospectus, as amended or supplemented, or (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, but, in each case, only to the extent of such information relating to such Holder and provided in writing by such H▇▇▇▇▇, and each such Holder will reimburse such Company Indemnified Party promptly upon demand, for any warranty of Cronos reasonable legal or Transferor other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in strict conformity with written information furnished by such Holder specifically for inclusion therein. The foregoing indemnity agreement shall be individual and several by each Holder. The indemnity agreement contained in this Agreement or subsection 3.3.2 shall not apply to amounts paid in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor settlement of any of its covenants such claim, loss, damage, liability or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with action if such settlement is effected without the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale consent of the Containers. Upon payment of such indemnity, Cronos or TransferorHolders, as the case may be, which consent shall not be subrogated to Transferee's rights against unreasonably withheld, conditioned or delayed. In no event shall the aggregate amounts payable by any third parties respecting Holder by way of indemnity under this subsection 3.3.2, or contribution under subsection 3.3.4, exceed the Claimsnet proceeds received by such Holder from the offering of Registrable Securities in connection with which a claim for indemnification or contribution by a Company Indemnified Party has been brought. (c) A 3.3.3 Promptly after receipt by an indemnified party seeking indemnification pursuant to Sections 21(a) the provisions of subsections 3.3.1 or (b) above (an "Indemnified Party") shall give prompt 3.3.2 of notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any actionaction involving the subject matter of the foregoing indemnity provisions, suit such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said subsections 3.3.1 or proceeding3.3.2, in respect promptly notify the indemnifying party of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably requestcommencement thereof; but no failure the omission to give such notice shall notify the indemnifying party will not relieve the Indemnifying Party of it from any liability hereunder (except which it may have to any indemnified party otherwise than hereunder. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the Indemnifying Party defense thereof with counsel reasonably satisfactory to such indemnified party; provided that if the defendants in any action include both the indemnified party and the indemnifying party and the indemnified party reasonably believes that there is a conflict of interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select one separate counsel to participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said subsections 3.3.1 or 3.3.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action and within fifteen (15) days after written notice of the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has suffered actual prejudiceauthorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement if such settlement or judgment requires an admission of fault or culpability on the part of the indemnified party or does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. 3.3.4 If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the parties’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable considerations appropriate under the circumstances. 3.3.5 Notwithstanding anything to the contrary hereunder, no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 3.5 from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnities. The Provider shall indemnify the Authority from and against all losses, costs, demands, actions, fines, penalties, awards, liabilities and expenses (a) Transferee will indemnify Transferor and hold Transferor harmless from any liability, loss, cost or expense ("Claim"including legal expenses), including which the Authority shall take all reasonable attorneys' feessteps to mitigate, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with or as a result of any claim or demand by any Relevant Employee arising out of the transactions contemplated by employment of or termination of the employment of any Relevant Employee provided that this Agreement; arises from any act, fault or (iii) any Claim or legal proceedings with respect omission of the Provider in relation to any Containers relating to any period Relevant Employee on or after the Closing Date with respect to such Containersdate of the relevant transfer. Upon payment of such indemnity, Transferee The Provider shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless the Authority from any claimand against all losses, costs, claims, demands, actions, fines, penalties, awards, liabilities and expenses (including legal expenses) which the Authority shall take all reasonable attorneys' feessteps to mitigate, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion a result of any Claim, claim by any trade union or staff association or employee representative (whether or not recognised by the commencement of any action, suit or proceeding, Provider in respect of all or any of the Relevant Employees) arising from or connected with any failure by the Provider to comply with any legal obligation to such trade union, staff association or other employee representative whether under the TUPE Regulations, under the directive or otherwise and, whether any such claim arises or has its origin before or after the date of the relevant transfer. The Provider shall indemnify the Authority from and against all losses, costs, claims, demands, actions, fines, penalties, awards, liabilities and expenses (including legal expenses) which indemnify may be sought hereunder and will give the Indemnifying Party such information Authority shall take all reasonable steps to mitigate, in connection with respect thereto or as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party a result of any liability hereunder (except claim by any relevant employee that the identity of the Provider is to that Relevant Employee’s detriment or that the terms and conditions to be provided by the Provider or any proposed measures of the Provider are to that employee’s detriment whether such claim arises before or after the transfer date. The Authority may assign the benefit of this indemnity in clause 8.5 to the extent future contractor or provider of the Indemnifying Party has suffered actual prejudiceServices.

Indemnities. A Party (a“Indemnifying Party”) Transferee shall on demand indemnify the other Party (“Indemnified Party”) against any claim, loss, cost, damage or expense (excluding income tax and any taxes on capital gains) sustained or incurred by the Indemnified Party arising out of this Agreement as a consequence of: any tortious (including negligent) act or omission by the Indemnifying Party; any act or omission of a Representative of the Indemnified Party where that Representative is carrying out an act, or refraining from acting, in accordance with an instruction or direction of the Indemnifying Party or where that Representative is acting as an agent of the Indemnifying Party; the Indemnifying Party dismantling any of its Facilities contrary to the terms of this Agreement; or the Indemnifying Party failing to operate its Facilities in accordance with the Applicable Laws or good electricity industry practice. To the extent permitted by law and without limiting AusNet Services’ other rights against the Customer, the Customer will be responsible for and indemnify Transferor AusNet Services against: any fines, penalties, payments, interest, loss of incentive or loss of rebate (including STPIS) imposed by a Regulator or Applicable Law on AusNet Services or the Customer arising from or contributed to by any breach, default or negligence on the part of the Customer or its Representatives; any fines, penalties, interest, loss of incentive or loss of rebate or payments imposed on AusNet Services for failing to meet its obligations (whether to the government, customers or other third parties), as a result of breaches of this Agreement or negligence of the Customer; and hold Transferor harmless any charges imposed by any Regulator, ombudsman or other regulatory authority in relation to any investigations concerning any circumstances to the extent arising from any liabilitydefault or negligence on the part of the Customer or its Representatives, provided that such indemnity shall be reduced to the extent any such fine, penalty, payment, interest or charges are caused by or contributed to by any wrongful, unlawful or negligent act or omission by AusNet Services. No Liability for Consequential Loss Other than as expressly provided under clause 16.2(b), neither Party is entitled to claim and must not claim against the other Party and neither Party will be liable to the other Party, by way of indemnity or by reason of any breach of this Agreement or in tort or otherwise, for any claim, loss, cost or expense ("Claim")in the nature of loss of profits, business, production, use or anticipated savings or for any other indirect or consequential loss including reasonable attorneys' feeswithout limitation any loss, which shall result from (i) the incorrectness cost or expense claimed by any third party in respect of any representation act or breach of any warranty of Transferee contained in this Agreement omission under or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will Tenant, during continuance of this Lease, covenants and agrees to indemnify Transferor and hold Transferor harmless the Landlord for, from any liability, and against each and every loss, cost or expense ("Claim")cost, damage, and expense, including reasonable attorneys' fees, which shall result from (i) the incorrectness attorney’s fees and court costs arising out of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate accident or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee occurrence causing injury to or death of any of its covenants persons or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect damage to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated property due to the indemnitee's rights against any third parties respecting condition of the Claimsleased Premises or of the streets and roads in front of or adjacent thereto, or the use or neglect thereof by Tenant. Anything contained Tenant further agrees to pay all reasonable expenses and attorney’s fees incurred by Landlord in the event that Tenant shall default under the provisions of this Agreement paragraph. This indemnity shall specifically include claims or damage to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim property of Landlord or others occasioned by a third partylivestock of Tenant. (b) Cronos and Transferor jointly and severally will Tenant shall indemnify Transferee and hold Transferee the Landlord and its agents, employees, and officers, harmless from and shall process and defend at its own expense any claimand all claims, including reasonable attorneys' feesdemands, which shall suits, at law or equity, actions, penalties, losses, damages, or costs, of whatsoever kind or nature, brought against the Landlord arising out of, in connection with, or incident to the execution of this Lease and/or the Tenant’s defective performance or failure to perform any aspect of this Lease; provided, however, that if such claims are caused by or result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale concurrent negligence of the Containers. Upon payment of such indemnityLandlord, Cronos or Transferorits agents, as the case may beemployees, and officers, this indemnity provision shall be subrogated valid and enforceable only to Transferee's rights against the extent of the negligence of the Tenant; and provided further, that nothing herein shall require the Tenant to hold harmless or defend the Landlord, its agents, employees and/or officers from any third parties respecting claims arising from the Claimssole negligence of the Landlord, its agents, employees, and/or officers. The provisions of this section shall survive the expiration or termination of this Lease. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") No liability shall give prompt notice attach to the party from whom such indemnification is sought (the "Indemnifying Party") Landlord by reason of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto entering into this Agreement except as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceexpressly provided herein.

Indemnities. (a) Transferee will Sellers shall indemnify Transferor and hold Transferor harmless from the Purchaser and the Company for: i any liabilityclaims by Ascom for patent and/or copyright infringement, lossunfair competition and/or breach of employees’ contractual obligation as far as such claims are based on any actions undertaken before the Closing Date or the continuance of any such action after the Closing Date or any damage to the Purchaser or the Companies should the information disclosed by the Sellers prior to signing of this Agreement with regard to the Ascom situation be found incorrect or materially incomplete or information was deliberately withheld; ii any claims, cost brought by the Sellers or expense ("Claim")any one of them against the Companies or Spirent Group based on actions of the Founders or the Companies before the Closing Date or actions in the time period between Closing Date and December 31, including reasonable attorneys' fees2006, which shall result from or any continuance by the Companies of such actions thereafter; for the avoidance of doubt, such indemnity will not include (i) claims arising from the incorrectness of any representation Sellers’ employment or breach of any warranty of Transferee contained in this Agreement consultancy agreements with the Companies or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach payment for the delivery of goods and services to the Companies by Transferee Sellers and, in the case of Comarco Wireless Technologies, Inc, payment for delivery of goods and services and revenue sharing for products sold under the contractual arrangements with the Companies as set forth in Schedule 4.11 (including, but not limited to revenue sharing agreements), in each case in the ordinary course of Business. The Sellers herewith waive any right or claim against the Companies relating to the period prior to Closing Date, with the exception for claims for (i) salaries under employment agreements and (ii) fees under consultancy agreements and (iii) payments for the delivery of its covenants goods and services to the Companies and, in the case of Comarco Wireless Technologies, Inc, payments under all contractual relationships (including but not limited to revenue sharing agreements) with the Companies, in each case in the ordinary course of Business; iii any Taxes to be paid by the Companies due to any assessments for tax periods which have ended before the Closing Date unless provided for in the 2005 Consolidated Financial Statements; iv any Taxes to be paid on constructive dividends paid by the Companies to Sellers or to third parties before the Closing Date; v any Taxes to be paid because the Companies before the Closing Date have violated agreements contained they have concluded with tax authorities; vi any claim by any existing or previous Option Holder under any stock option plans of the Company against the Company or the Purchaser to the exclusion of claims for earnout related payments and social security contributions on such payments (as set forth in this Agreementart. 2.2.2b) under the repurchase agreements concluded between the Option Holders and the Company set forth in art. 3.3; vii any Taxes paid or to be paid, whether pre or post Closing Date, by the Companies or the Purchaser or any additional pension contributions required to be paid because of the repurchase of options by the Companies in excess of CHF 258’238; viii any Taxes to be paid by the Companies because of the distribution of the Dividend (with the exception of withholding taxes that have been deducted from the dividend payment) or any other agreement, instrument, certificate claims arising out of or other document delivered by Transferee in connection with the transactions contemplated Dividend or any other kind of dividend on or before the Closing Date; ix any claims by a third party against the Companies for payments of the type described in art. 11.2. Purchaser’s claims for these indemnities are not covered by the rules set forth in art. 5.2, 5.3, 5.4 and 5.6 of this Agreement; or . It is agreed between the Parties that art. 5.1 (iiiWaiver of Law Provisions), art. 5.5 (Escrow Account) and art. 5.7 (Third Parties) do apply to these indemnities. Further, the maximum amount defined in art. 5.6.2 of this Agreement applies to the total of (i) any Claim claims for breaches of representations and warranties set forth in art. 4 of this Agreement and of (ii) claims under the indemnities defined in this art. 6. For the avoidance of doubt, no disclosure made against the representations and warranties or legal proceedings with respect otherwise shall be construed to any Containers relating be a possibility to any period disclose or as a disclosure against the indemnities in this art. 6. Claims under subparagraphs (i), (ii), (vi) and (ix) may be raised only within 3 years after the Closing Date with respect to such Containers. Upon payment Date; claims under all other subparagraphs may be raised until 3 months after the statute of such indemnity, Transferee shall be subrogated to limitation of the indemnitee's rights against any third parties respecting claims concerned (taking into account the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness effect of any representation or breach interrupting actions) has expired. If by such date the Purchaser has not commenced litigation in accordance with art. 12.2 of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, claims concerned shall be subrogated to Transferee's rights against any third parties respecting the Claimsforgone and become unenforceable. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will indemnify Transferor 3.4.1 Pfizer and Medarex shall indemnify, defend and hold Transferor the other Party (and such other Party’s Affiliates and Sublicensees/Licensees and their respective officers, directors and agents) harmless from for any liabilityand all losses, lossliabilities, cost or expense ("Claim")damages, including reasonable attorneys' feessettlements, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any costs, legal fees and other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee expenses incurred in connection with any and all suits, investigations, claims or demands by a Third Party, including any claims for personal injury, property damage or death (collectively, “Losses”), against either Party based on a material breach by the transactions contemplated by indemnifying Party, the indemnifying Party’s Affiliates or Sublicensees/Licensees or their respective agents, employees, or officers of any representation, warranty, covenant or other obligation under this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after provided, however, that the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee foregoing shall not be required to indemnify Transferor if and apply to the extent Transferor that the claim is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee found to be based upon the gross negligence, recklessness or willful misconduct of the Party seeking indemnification. In addition, Pfizer shall indemnify, defend and hold Transferee harmless Medarex (and its Affiliates and Sublicensees/Licensees and their respective officers, directors and agents) for any and all Losses arising from any claimor occurring as a result of clinical trials pursued by Pfizer or its Affiliates or Sublicensees/Licensees, the Exploitation of Pfizer Products or other products, including reasonable attorneys' feesproduct liability and infringement claims, which shall result from (i) or the incorrectness exercise by Pfizer or its Affiliates or Sublicensees/Licensees of any representation their rights, or breach performance of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in their obligations, under this Agreement. In addition, Medarex shall indemnify, defend and hold harmless Pfizer (and its Affiliates and Sublicensees/Licensees and their respective officers, directors and agents) for any other agreement, instrument, certificate or other document delivered by Cronos or Transferor and all Losses incurred in connection with any and all claims arising from or occurring as a result of clinical trials pursued by Medarex or its Affiliates or Sublicensees/Licensees, the transactions contemplated by this Agreement; Exploitation of Medarex Products or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Dateother products, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claimproduct liability and infringement claims, or the commencement exercise by Medarex or its Affiliates or Sublicensees/Licensees of any actiontheir rights, suit or proceedingperformance of their obligations, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceunder this Agreement.

Indemnities. (a) Transferee will indemnify Transferor Action shall indemnify, defend and hold Transferor Americana harmless from against and in respect of any liabilityand all claims, lossdemands, cost or expense losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including, without limitation, reasonable attorneys' fees (collectively, "ClaimLosses"), including reasonable attorneys' feesthat it shall incur or suffer, which shall directly or indirectly arise out of, result from (i) the incorrectness from, or relate to any breach, or failure to perform, any of any representation Action's representations, warranties, covenants, or breach of any warranty of Transferee contained agreements in this Agreement or in any other agreementschedule, instrumentcertificate, certificate exhibit, or other document delivered instrument furnished or to be furnished by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by Action under this Agreement; or (iii) any Claim or legal proceedings provided, however, that with respect to any Containers relating such breach or failure to any period after perform the Closing Date with respect to such Containers. Upon payment representations and warranties of such indemnityAction under this Agreement, Transferee Action shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not only be required to indemnify Transferor if and Americana to the extent Transferor is indemnified such Losses exceed $5,000 (the "Threshold Amount") and fully compensated in which event Action shall be responsible to indemnify Americana for its claim by a third partyall amounts including the Threshold Amount, subject to the other provisions of this Section 8. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from 1. The indemnification described herein shall also apply in the event of an assertion against Americana, or Action's assets, by any person, entity, government or subdivision thereof, of any claim, including reasonable attorneys' feesdemand, which penalty, fine, or tax accruing prior to the Closing. Said right of indemnification shall result from (i) be the incorrectness sole and exclusive right and remedy of the parties hereto with respect to third party claims; provided, that any representation party may seek injunctive relief in any proper court in accordance with the terms and provisions of this Agreement. Notwithstanding the foregoing, Action's liability with respect to any claims arising out of or related to this Agreement shall in no event exceed $125,000. Losses to be indemnified by Action under this Article VIII shall not include any consequential, incidental, special, indirect, exemplary or punitive damage or damages for lost profits or loss of business. In addition, Action shall have no indemnification obligation or liability with respect to any misrepresentation or breach of any warranty of Cronos if the conditions, facts or Transferor contained circumstances giving rise to such misrepresentation or breach were disclosed in this Agreement or in any certificate were otherwise known to Americana prior to or other document delivered by Cronos at the Closing (and such misrepresentation or Transferor pursuant hereto; (ii) breach of warranty shall not constitute a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims). (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. Each Venturer agrees with the other Venturer to be responsible for its proportion of the debts and liabilities (a) Transferee will the “Liabilities”), arising from or incurred in connection with the Facility whether present or future, provided that the Liabilities have been properly incurred by the Venturers pursuant to this Agreement. Each Venturer shall at all times indemnify Transferor and hold Transferor save harmless the other Venturer: a. from any and all Liabilities to the extent of that portion of all Liabilities which the other Venturer has incurred in excess of its proportionate share of the Liabilities and which has been paid or incurred by the Indemnified Venturer. b. from any and all actions, proceedings, causes, claims, demands, costs, liability, lossdamages and expenses of every nature or kind whatsoever arising out of the Indemnifying Venturer’s separate debts, cost liabilities, obligations, duties, agreements, costs and expenses, whether present or expense future. c. and its affiliates, and its and their directors, officers, employees, and agents from and against the full amount of all damages and other liabilities, ("Claim"), including reasonable attorneys' feeslegal fees and expenses) suffered by it caused by, which shall result or arising, directly or indirectly, from, a claim by a third party relating to: i. the business or activities of the Venturer in circumstances where the other Venturer is joined as a party solely because of the Venturer’s participation in the Joint Venture; ii. the unauthorized acts of, or contracts outside the scope of this Agreement entered into by, the Venturer; iii. the Venturer’s intellectual property; or, iv. negligence or misconduct of the Venturer. in each case, except to the extent that the claims, losses, damages, liabilities, obligations, costs or expenses are determined to have resulted solely from (i) the incorrectness negligence or intentional misconduct of any representation or breach of any warranty of Transferee the indemnified Venturer. This indemnity and all other indemnities contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee shall survive Termination of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. Subject to applicable waivers of claims and rights of subrogation, Tenant shall protect, defend (awith counsel approved by Landlord in its reasonable discretion), indemnify and save Landlord harmless from and against any and all claims and liabilities arising from: (i) Transferee will the conduct or management by Tenant or by anyone claiming under Tenant of or from any work or thing whatsoever done in or about the Premises during the Term by Tenant or by anyone claiming under Tenant and from any condition existing, or any injury to or death of persons or damage to property occurring or resulting from an occurrence, during the Term in or about the Premises; and (ii) any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease or from any negligent act or omission on the part of Tenant or any of its agents, employees, subtenants, licensees, invitees or assignees. Tenant further agrees to indemnify Transferor Landlord from and against all costs, expenses (including reasonable attorneys’ fees) and other liabilities incurred in connection with any such indemnified claim or action or proceeding brought thereon, any and all of which, if reasonably suffered, paid or incurred by Landlord, Tenant shall pay promptly upon receipt of written demand to Landlord as Additional Rent. Tenant’s duty to indemnify Landlord under this Paragraph 15 shall survive the expiration and termination of this Lease with respect to any claims or liability occurring prior to such expiration or termination. Notwithstanding the foregoing, nothing herein shall be deemed to require Tenant to indemnify, defend, protect or hold Transferor Landlord harmless from any liability, lossobligations, claims, damages, penalties, cause of action, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim caused directly or indirectly by a third partythe gross negligence or willful misconduct of Landlord or Landlord’s agents, employees, contractors or invitees. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will indemnify Transferor Seller hereby agrees to indemnify, defend, make whole and hold Transferor harmless from Purchaser, any liabilitymember, losspartner, cost subsidiary, shareholder, officer, employee, trustee, beneficiary, agent, director or expense incorporator of Purchaser, and any member, partner, subsidiary, shareholder, officer, employee, beneficiary, agent, director or incorporator of a member, partner, beneficiary or subsidiary of Purchaser, and all of their respective successors and assigns, as the case may be ("ClaimSELLER'S INDEMNITEES"), including and to reimburse any of them for any and all losses, costs, damages or expenses (including, without limitation, reasonable attorneys' fees, which shall result ) arising out of or resulting from (i) the incorrectness an inaccuracy of any representation or a breach of any warranty of Transferee contained or covenant made by Seller in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (iisubject to paragraph (d) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partybelow). (b) Cronos and Transferor jointly and severally will indemnify Transferee Purchaser hereby agrees to indemnify, defend, make whole and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this AgreementSeller, any other agreementmember, instrumentpartner, certificate subsidiary, shareholder, officer, employee, trustee, beneficiary, agent, director or other document delivered by Cronos incorporator of Seller, and any member, partner, subsidiary, shareholder, officer, employee, beneficiary, agent, director or Transferor in connection with the transactions contemplated by this Agreement; incorporate of a member, partner, beneficiary or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to subsidiary of Seller, and including the Closing Date, including Claims all of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferortheir respective successors and assigns, as the case may bebe ("PURCHASER'S INDEMNITEES," together with Seller's Indemnitees, shall be subrogated the "INDEMNITEES"), and to Transferee's rights against reimburse any third parties respecting the Claimsof them for any and all losses, costs, damages or expenses (including, without limitation, reasonable attorneys' fees) arising out of or resulting from an inaccuracy or any representation or a breach of any warranty or covenant made by Purchaser in this Agreement. (c) A Should any event occur for which any party seeking hereto is entitled to indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") this Article 6, such party shall give provide prompt written notice to the other parties describing the nature of such event. If such event consists of a claim asserted against an indemnified party from whom by a third party, the indemnifying party may assume responsibil- ity for any action to be taken to contest the claim, provided that the indemnifying party will notify the applicable Indemnitees in writing of its intention to contest such indemnification is sought (the "Indemnifying Party") claim within thirty days after receipt of notice of the assertion claim from such Indemnitees; provided, however, that the indemnifying party may not compromise or settle any claim without the written consent of the indemnified party. The applicable indemnifying party, at its sole expense, may control all proceedings relating to such contest. The applicable Indemnitees will cooperate with the indemnifying party in contesting such claim, provided that the indemnifying party indemnifies and holds harmless the applicable Indemnitees for all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) relating to contesting such claim. (d) In the event of a breach of any Claimrepresentation or warranty of Seller under Article 4 hereof which results in any corresponding breach or default by Seller, as tenant under the Lease, and/or which Seller, as tenant under the Lease, is obligated or permitted to cure under the commencement terms of any actionthe Lease, suit Purchaser agrees that it will not bring an action against Seller for breach of such representation or proceedingwarranty under this Agreement for so long as Seller is completing the cure of such breach in compliance with the terms of the Lease, and that, if completion of such cure is accomplished in respect of which indemnify may be sought hereunder and accordance with the Lease, the Purchaser will give the Indemnifying Party such information have no claim for damages under this Agreement with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent matter in question so long as any such damages are fully recoverable under the Indemnifying Party has suffered actual prejudiceLease by Landlord from Tenant.

Indemnities. (a) Transferee will Each Borrower shall within 3 Business Days of demand indemnify Transferor and hold Transferor harmless from the Issuing Bank against any liabilitycost, loss, cost loss or expense liability incurred by the Issuing Bank ("Claim"), including reasonable attorneys' fees, which shall result from (i) otherwise than by reason of the incorrectness of any representation Issuing Bank’s gross negligence or wilful misconduct or material breach of its contractual obligations) in acting as the Issuing Bank under any warranty of Transferee contained in this Agreement Bank Guarantee requested by (or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (iion behalf of) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partythat Borrower. (b) Cronos and Transferor jointly and severally will Each Lender shall within 3 Business Days of demand indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness Issuing Bank against such Lender’s Bank Guarantee Proportion of any representation cost, loss or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered liability incurred by Cronos or Transferor pursuant hereto; the Issuing Bank (ii) a breach otherwise than by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale reason of the Containers. Upon payment of such indemnity, Cronos Issuing Bank’s gross negligence or Transferor, wilful misconduct) in acting as the case may be, shall be subrogated Issuing Bank under any Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to Transferee's rights against any third parties respecting the Claimsa Finance Document). (c) A party seeking indemnification pursuant If any Lender is not permitted (by its constitutional documents or any applicable law) to Sections 21(a) or comply with paragraph (b) above above, then that Lender will not be obliged to comply with paragraph (an "Indemnified Party"b) and shall give prompt notice instead be deemed to have taken, on the date the Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Bank Guarantee is transferred or assigned to the party Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Bank Guarantee in an amount equal to its Bank Guarantee Proportion of that Bank Guarantee. On receipt of demand from whom such indemnification is sought the Facility Agent, that Lender shall pay to the Facility Agent (for the "Indemnifying Party") account of the assertion Issuing Bank) an amount equal to its Bank Guarantee Proportion of the amount demanded. (d) The Borrower which requested (or on behalf of which the Company requested) a Bank Guarantee shall immediately on demand reimburse any Claim, or Lender for any payment it makes to the commencement of any action, suit or proceeding, Issuing Bank under this Clause 7.4 in respect of which indemnify may be sought hereunder that Bank Guarantee. (e) The obligations of each Lender under this Clause 7.4 are continuing obligations and will give extend to the Indemnifying Party such information ultimate balance of sums payable by that Lender in respect of any Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part. (f) The obligations of any Lender or Borrower under this Clause 7.4 will not be affected by any act, omission matter or thing which, but for this Clause 7.4, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including: (i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Bank Guarantee or other person; (ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group; (iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Bank Guarantee or other person or any non presentation or non observance of any formality or other requirement in respect thereto as the Indemnifying Party may reasonably request; but no of any instrument or any failure to give such notice shall relieve realise the Indemnifying Party full value of any liability hereunder security; (except to iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the extent the Indemnifying Party has suffered actual prejudicemembers or status of an Obligor, any beneficiary under a Bank Guarantee or any other person; (v) any amendment (however fundamental) or replacement of a Finance Document, any Bank Guarantee or any other document or security; (vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Bank Guarantee or any other document or security; or (vii) any insolvency or similar proceedings.

Indemnities. (aA) Transferee will indemnify Transferor and hold Transferor harmless from any liability, loss, cost or expense Subject to clause 6.9 ("Claim"Claims under a Letter of Credit), including reasonable attorneys' feesthe Borrower shall immediately on demand indemnify the LC Issuing Bank against any cost, which shall result from loss or liability incurred by such LC Issuing Bank in acting as LC Issuing Bank hereunder (i) the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered otherwise than by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment reason of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyLC Issuing Bank’s gross negligence or wilful misconduct). (bB) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which Each Lender shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of according to its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale portion of the Containers. Upon payment Available Facility), immediately on demand by the Facility Agent (acting on the instructions of the LC Issuing Bank), indemnify the LC Issuing Bank against any cost, loss or liability incurred by the LC Issuing Bank (otherwise than by reason of such indemnityLC Issuing Bank’s gross negligence or wilful misconduct) in acting as such LC Issuing Bank under any Letter of Credit (unless that LC Issuing Bank has been reimbursed by the Borrower pursuant to a Finance Document). (C) Subject to clause 6.9 (Claims under a Letter of Credit), Cronos or Transferorthe Borrower shall immediately on demand reimburse any Lender for any payment it makes to the LC Issuing Bank under this clause 6.10 (Indemnities). (D) The obligations of each Lender and the Borrower under this clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or, as the case may be, shall be subrogated to Transferee's rights against the Borrower in respect of any third parties respecting the ClaimsLetter of Credit, regardless of any intermediate payment or discharge in whole or in part. (cE) A party seeking indemnification pursuant The obligations of a Lender or a Borrower under this clause will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause (without limitation and whether or not known to Sections 21(ait or any other person) including: (i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person; (bii) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion release of any Claimother Obligor or any other person under the terms of any composition or arrangement; (iii) the taking, variation, compromise, exchange, renewal or release of, or the commencement refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any action, suit formality or proceeding, other requirement in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no any instrument or any failure to give such notice shall relieve realise the Indemnifying Party full value of any liability hereunder security; (except to iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the extent the Indemnifying Party has suffered actual prejudicemembers or status of an Obligor, any beneficiary under a Letter of Credit or any other person; (v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security; (vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or (vii) any insolvency or similar proceedings.

Indemnities. (a) Transferee will indemnify Transferor Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify, pay and hold Transferor harmless from any liabilitythe Bank, lossand the shareholders, cost or expense officers, directors, employees and agents of the Bank ("ClaimIndemnified Person"), including harmless from and against any and all claims, liabilities, losses, damages, costs and expenses (whether or not any of the foregoing Indemnified Persons is a party to any litigation), including, without limitation, reasonable attorneys' feesfees and costs (including, which shall result from (iwithout limitation, the reasonable estimate of the allocated cost of in-house legal counsel and staff) the incorrectness and costs of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreementinvestigation, instrumentdocument production, certificate attendance at a deposition, or other document delivered discovery, prior to the assumption of defense by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreementthe Borrower, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownershipany proposed acquisition by the Borrower or any of its Subsidiaries of any Person or any securities (including a self-tender), managementthis Agreement or any use of proceeds hereunder, disposition or sale any claim, demand, action or cause of action being asserted against the Borrower or any of its Subsidiaries (collectively, the "Indemnified Liabilities"), provided that the Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnified Persons. If any claim is made, or any action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower within fifteen (15) days of the Containers. Upon payment Bank being notified in writing of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any such action, suit or proceeding, in respect and the Borrower may, at its election, assume the defense of which indemnify may be sought hereunder such action, suit or proceeding, employing counsel selected by the Borrower and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except satisfactory to the extent Indemnified Person, and pay the Indemnifying Party has suffered actual prejudicefees and expenses of such counsel. This covenant shall survive termination of this Agreement and payment of the outstanding Notes for a period of six (6) years.

Indemnities. (aA) Transferee will Licensor shall not be liable to Licensee for any claim by any third party for personal injury or property damages based on breach of warranty or products liability allegedly due to a defect in a motor vehicle manufactured by HMC and using the Technical Data or Technical Assistance transferred under this Agreement. Specifically, Licensor shall not be liable for claims of personal injury or damage to property based on the design, manufacture, or assembly of Hyundai motor vehicles utilizing the Technical Data or Technical Assistance. Nevertheless, with respect to a claim made where the claim is based solely on an alleged defect in the Technical Data or Technical Assistance, Licensor shall defend and indemnify Transferor and hold Transferor harmless from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from Licensee with respect to such claim. If a claim is made where the claim is based on both: (i) an alleged defect in the incorrectness Technical Data or Technical Assistance; and (ii) an alleged defect in the design, materials or workmanship produced by Licensee; then each party shall bear its own costs of suit and its allocable share of any representation or breach damages. (B) Licensor warrants and represents that (i) it is the Licensor and proprietor of any warranty of Transferee contained all right, title and interest in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant heretoand to the Technical Data; (ii) a breach by Transferee it has the right and authority to enter into this Agreement and to license the Technical Data to Licensee in accordance with the terms hereof, and as of the date hereof, has no actual knowledge of any of its covenants or agreements contained in this Agreementclaim that the Technical Data infringes any copyright, any other agreementpatent, instrument, certificate trade secret or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or proprietary rights of any third party, and (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment performance of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in terms of this Agreement and of Licensor's duties to the contrary notwithstanding, Transferee shall Licensee hereunder will not be required to indemnify Transferor if and to the extent Transferor breach any separate agreement or arrangement by which Licensor is indemnified and fully compensated for its claim by a third partybound. (bC) Cronos and Transferor jointly and severally will Licensor hereby agrees to defend, indemnify Transferee and hold Transferee Licensee, its directors, shareholders, agents, officers, employees, authorized assignees and successors in interest harmless from and against any claimclaims, suits, losses, damages, judgments, fines, costs, expenses, obligations, recoveries and deficiencies, including penalties, interests, and reasonable attorneys' attorney fees, which shall result and all liability that Licensee may incur or suffer resulting from (i) the incorrectness any claim of infringement of any representation patent, copyright, trademark, trade secret or breach any other intellectual property right of any warranty of Cronos third party by the Technical Data or Transferor contained resulting from its use under this Agreement. (D) Where indemnification is required or appears probable pursuant to paragraphs (A) and (C) herein, the Licensee shall provide prompt written notice to the Licensor, and cooperate reasonably and at the Licensor's expense with the Licensor. Licensee shall not settle any claim hereunder, without the Licensor's prior approval. The foregoing rights to indemnification are contingent upon the Licensee: (i)promptly notifying the Licensor in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant heretowriting; (ii) a breach by Cronos allowing the Licensor, at Licensor's expense, to direct the defense or Transferor settlement of any of its covenants such claim or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreementsuit; or and (iii) any Claim giving to the Licensor, at the Licensor's expense, reasonable information and assistance for such defense or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Datesettlement, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of providing such indemnity, Cronos or Transferor, witnesses for testimony as the case may be, shall reasonably be subrogated to Transferee's rights against any third parties respecting the Claimsrequired. (cE) A party seeking indemnification pursuant to Sections 21(a) The indemnity provisions herein shall continue throughout the term of this Agreement and shall survive any termination or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") expiration of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudicethis Agreement.

Indemnities. (a) Transferee will 17.1 The Company shall indemnify Transferor and hold Transferor harmless from the Custodian (which expression shall for the purpose of this Clause be deemed to include its directors, officers and employees and any liabilityagent, losssub-custodian or delegate appointed by it) against all liabilities, cost obligations, losses, damages, penalties, costs, expenses, claims and demands of whatsoever nature suffered or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) the incorrectness incurred by it and howsoever arising out of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated performance of its duties hereunder, otherwise than by this Agreement; reason of the bad faith, willful misconduct or (iii) gross negligence of the Custodian. 17.2 The Custodian shall send to the Company as soon as practicable all notices of claims, summonses or writs which it receives from third parties in relation to the affairs of the Company and shall be under no further obligation or liability in relation thereto. No liability shall be admitted and no undertaking given nor shall any Claim offer, promise or payment be made or legal proceedings with respect expenses incurred by the Custodian in relation to any Containers relating to any period after such claim summons or writ without the Closing Date with respect to such Containers. Upon payment prior written consent of such indemnity, Transferee the Company which shall be subrogated entitled, if it so desires, to take over and conduct the indemnitee's rights defense of any action or to prosecute any claim for indemnity or damages or otherwise against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. 17.3 The Custodian makes no representations, herein or otherwise, regarding the Company or the Manager’s compliance with the Employees Retirement Income Security Act of 1974 (b) Cronos “ERISA”). The Company and Transferor the Manager agree they shall be jointly and severally will liable for any violations of ERISA and shall fully indemnify Transferee and hold Transferee harmless from any claimthe Custodian, including reasonable but not limited to all liabilities, obligations, losses, damages, penalties, expenses, attorneys' fees’ fees and costs, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor actions and/or judgments that Custodian shall face resulting therefrom. 17.4 The provisions of any this Clause 17 shall survive termination of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. Whether or not the transactions contemplated hereby shall be consummated: (a) Transferee will indemnify Transferor The Borrowers shall pay, indemnify, and hold Transferor the Bank and each of its officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and against any liabilityand all liabilities, lossobligations, cost losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or expense disbursements ("Claim")including reasonable counsel fees, including reasonable attorneys' fees, which shall result from (ithe allocated cost of staff counsel) the incorrectness of any representation kind or breach nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of any warranty of Transferee contained in this Agreement or in and any other agreementLoan Document, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings hereby and thereby, and with respect to any Containers relating investigation, litigation or proceeding related to this Agreement, the Loans or the Letters of Credit, or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"); provided, no Borrower shall have any obligation hereunder to any period after the Closing Date Indemnified Person with respect to such Containers. Upon payment Indemnified Liabilities arising from the or gross negligence or willful misconduct of such indemnityIndemnified Person, Transferee and, provided, further, no Borrower shall be subrogated have any indemnity obligation to the indemnitee's rights against any third parties respecting Bank under this Section 11.05(a) with respect to Indemnified Liabilities arising as a result of the Claims. Anything failure of the Bank to make an Advance notwithstanding the full satisfaction of the conditions precedent contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partySection 5.02. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained The obligations in this Agreement Section 11.05 shall survive payment of all other Obligations. At the election of the Borrowers, one or more Borrowers shall defend such Indemnified Person using legal counsel satisfactory to such Indemnified Person in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor such Person's sole discretion, at the sole cost and expense of any the Borrowers, provided that no conflict between the interests of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings Bank and such Borrowers exists with respect to the Indemnified Liabilities, and provided, further that no Borrower may settle any Containers Indemnified Liability without the Bank's consent (which consent shall not be unreasonably withheld or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containersdelayed). Upon payment of such indemnity, Cronos or Transferor, as the case may be, All amounts owing under this Section 11.05 shall be subrogated to Transferee's rights against any third parties respecting the Claimspaid within 30 days after demand. (c) A party seeking indemnification pursuant If any sum due from a Credit Party under this Agreement or another Loan Document or under any order or judgment given or made in relation hereto or thereto has to Sections 21(abe converted from the currency (the "first currency") in which the same is payable hereunder or thereunder or under such order or judgment into another currency (the "second currency") for the purpose of (i) making or filing a claim or proof against such Credit Party with any Governmental Authority or in any court or tribunal or (ii) enforcing any order or judgment given or made in relation hereto, such Borrower shall indemnify and hold harmless each of the Persons to whom such sum is due from and against any loss actually suffered as a result of any discrepancy between (a) the rate of exchange used to convert the amount in question from the first currency into the second currency and (b) above (an "Indemnified Party") shall give prompt notice the rate or rates of exchange at which such Person, acting in good faith in a commercially reasonable manner, purchased the first currency with the second currency after receipt of a sum paid to it in the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion second currency in satisfaction, in whole or in part, of any Claimsuch order, judgment, claim or proof. The foregoing indemnity shall constitute a separate obligation of each Credit Party distinct from its other obligations hereunder and shall survive the commencement giving or making of any action, suit judgment or proceeding, order in respect relation to all or any of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudiceother obligations.

Indemnities. 3.10.1 The Borrower shall indemnify the Lender for all losses (aexcluding lost profits), costs, expenses, damages and liabilities (including, without limitation, any loss, cost, expense, damage or liability sustained by the Lender in connection with the liquidation or re-employment in whole or in part of deposits or funds borrowed or acquired by it to make any Loan, but excluding any costs, expenses, damages or liabilities attributable to the gross negligence, wilful misconduct, fraud or illegal act of the Lender), which the Lender may sustain or incur: (i) Transferee will in connection with the use of the proceeds of the Credit Facility; (ii) if for any reason an Advance by way of LIBOR loan is not obtained on the date specified therefor in any Borrowing Notice, (iii) if the Borrower fails to give any notice required to be given by it hereunder, in the manner and at the time specified herein, (iv) if for any reason any payment of any Libor Loan or Bankers’ Acceptance, or any portion thereof, occurs on a date which is not a Expiry Date in respect thereof, (v) with respect to any Bankers’ Acceptance dealt with by the Lender in accordance with the provisions hereof, or (vi) as a consequence of any other default by the Borrower to repay any Obligations when required by the terms of this Agreement. A certificate of the Lender setting forth the amounts necessary to indemnify Transferor the Lender in respect of such losses, costs, expenses, damages or liabilities shall be prima facie evidence, in the absence of manifest error, of the amounts owing under this section 3.10. The Borrower shall pay the Lender the amount shown on such certificate within ten Banking Days of receipt thereof. 3.10.2 Without limiting the generality of the indemnity set out in section 3.10.1, the Borrower hereby further agrees to indemnify, exonerate and hold Transferor the Lender free and harmless from and against any liabilityand all claims, lossdemands, cost actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and reasonable out of pocket disbursements, and amounts paid in settlement of any and every kind whatsoever paid, incurred or expense ("Claim")suffered by, including reasonable attorneys' feesor asserted against, which shall the Lender for, with respect to, or as a direct or indirect result from of, (i) the incorrectness presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used, operated, managed or controlled by the Borrower or any Subsidiary of any representation hazardous substance or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a the breach by Transferee or violation of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered Environmental Laws by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (Borrower or any part thereof) arising Subsidiary regardless of whether caused by, or relating to within the control of, the Borrower or any period prior to and including the Closing DateSubsidiary, including Claims except for any such liabilities which a court of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale competent jurisdiction determined arose on account of the Containers. Upon payment of such indemnityLender’s gross negligence, Cronos wilful misconduct, fraud or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsillegal act. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will indemnify Transferor Royalty Flow shall indemnify, defend and hold Transferor harmless from Royalty Exchange and its shareholders, officers, directors, employees, agents, Affiliates, parents and subsidiaries, and each of the successors and assigns of any liability, loss, cost or expense of the foregoing ("Claim"the “Royalty Exchange Indemnified Parties”), from and against any and all costs and expenses, losses, damages, claims, causes of action and liabilities (including reasonable attorneys' ’ fees, which shall result from disbursements and expenses of litigation) incurred by or asserted against the Royalty Exchange Indemnified Parties (other than as to any claim brought by Royalty Flow against Royalty Exchange) arising from, relating to, or in any way connected with (i) Royalty Flow’s breach of its obligations under this Agreement, except to the incorrectness extent that such shall be caused by the willful misconduct, gross negligence or bad faith of Royalty Exchange, or (ii) any act or omission by Royalty Flow which is in violation of any representation or breach provision of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate applicable laws or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third partyregulations. (b) Cronos and Transferor jointly and severally will indemnify Transferee Royalty Exchange shall indemnify, defend and hold Transferee harmless Royalty Flow and its shareholders, officers, directors, employees, agents, Affiliates, parents and subsidiaries, and each of the successors and assigns of any of the foregoing (the “Royalty Flow Indemnified Parties”), from and against any claimand all costs and expenses, losses, damages, claims, causes of action and liabilities (including reasonable attorneys' ’ fees, which shall result from disbursements and expenses of litigation) incurred by or asserted against the Royalty Flow Indemnified Parties (other than as to any claim brought by Royalty Exchange against Royalty Flow) arising from, relating to, or in any way connected with (i) Royalty Exchange’ breach of its obligations under this Agreement, except to the incorrectness extent that such shall be caused by the willful misconduct, gross negligence or bad faith of Royalty Flow, or (ii) any act or omission by Royalty Exchange which is in violation of any representation or breach provision of any warranty of Cronos or Transferor contained in this Agreement or in any certificate applicable laws or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claimsregulations. (c) A Each party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") claiming indemnity shall give prompt promptly provide the other party with written notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claimclaim, action or demand for which indemnity is claimed. The indemnifying party shall be entitled to control the commencement defense of any action, suit or proceeding, provided that the indemnified party may participate in respect any such action with counsel of which indemnify may be sought hereunder and will give its choice at its own expense. The indemnified party shall provide reasonable cooperation in the Indemnifying Party such information with respect thereto defense as the Indemnifying Party indemnifying party may reasonably request; but no failure to give request and at the indemnifying party’s expense. No indemnifying party may settle a claim against an indemnified party without the prior written consent of such notice shall relieve indemnified party or a complete release of claims against the Indemnifying Party of any liability hereunder indemnified party. (except to the extent the Indemnifying Party has suffered actual prejudiced) EXCEPT IN CONNECTION WITH (I) ANY ACT OF FRAUD OR INTENTIONAL WRONG-DOING BY A PARTY, (II) ANY CLAIM THAT IS SUBJECT TO INDEMNIFICATION UNDER SECTION 7, OR (III) ANY CLAIM THAT ARISES OUT OF A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, OR SUPPLIERS BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RELATING TO, ARISING FROM OR UNDER, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

Indemnities. (a) Transferee will indemnify Transferor and hold Transferor harmless from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) Talecris hereby agrees to indemnify, save, defend and hold harmless Bayer and its Affiliates and its and their respective directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons, attorneys and agents and each of their respective heirs, executors, successors and assigns (together the incorrectness “Bayer Group”) harmless from and against any and all claims, suits, actions, liabilities, expenses and/or Losses, including punitive or exemplary damages and attorneys’ fees and expenses (“Claims”; each, a “Claim”) asserted by a person or entity other than a member of the Bayer Group arising from or attributable to, directly or indirectly to any representation act or omission of Talecris or any Service provided by the Bayer Group hereunder, except where such Claim arises out of a material breach by Bayer or its Affiliates of any warranty of Transferee contained in Bayer’s obligations under this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; Agreement. (ii) Bayer hereby agrees to indemnify, save, defend and hold harmless Talecris and its Affiliates and its and their respective directors, officers, managers, employees, representatives, consultants, stockholders, controlling persons, attorneys and agents and each of their respective heirs, executors, successors and assigns (together the “Talecris and Affiliates”) harmless from and against any and all Claims, asserted by a person or entity other than Talecris and Affiliates to the extent arising from or attributable to, directly or indirectly a material breach by Transferee Bayer or its Affiliates of any of its covenants or agreements contained Bayer’s obligations under this Agreement. (iii) Notwithstanding anything to the contrary in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee nothing herein shall be subrogated deemed to alter the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation party under Sections 8.2 or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale 8.3 of the Containers. Upon payment Amended and Restated Joint Contribution Agreement by and between Bayer HealthCare LLC and Talecris Holdings LLC, Talecris BioTherapeutics Holdings Corp., and Talecris BioTherapeutics, Inc. of such indemnityMarch 30, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims2005 (“Restated Joint Contribution Agreement”). (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will indemnify Transferor and hold Transferor harmless from any liability, loss, cost or expense ("Claim"), including reasonable attorneys' fees, which shall result from (i) The Borrower shall immediately on demand indemnify the incorrectness Agent against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as the issuing bank under any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered Guarantee requested by Transferee pursuant hereto; the Borrower. (ii) Each Lender shall (according to its Proportionate Share of the relevant Guarantee) immediately on demand indemnify the Agent against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as the issuing bank under any Guarantee (unless the Agent has been reimbursed by the Borrower pursuant to a breach Finance Document). (iii) If any Lender is not permitted (by Transferee its constitutional documents or any applicable law) to comply with paragraph (ii) above, then that Lender will not be obliged to comply with paragraph (ii) and shall instead be deemed to have taken, on the date the Guarantee is issued (or if later, on the date the Lender’s participation in the Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Guarantee in an amount equal to its Proportionate Share of that Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Agent) an amount equal to its Proportionate Share of the amount demanded. (iv) The Borrower shall immediately on demand reimburse any Lender for any payment it makes to the Agent under this clause 7.3 in respect of that Guarantee. (v) The obligations of each Lender under this clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Guarantee, regardless of any intermediate payment or discharge in whole or in part. (vi) The obligations of any Lender or the Borrower under this clause will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its covenants obligations under this clause (without limitation and whether or agreements contained in this Agreementnot known to it or any other person) including: a. any time, waiver or consent granted to, or composition with, the Borrower, any beneficiary under a Guarantee or any other agreementperson; b. the release of the Borrower or any other person under the terms of any composition or arrangement with any creditor or any Group Company; c. the taking, instrumentvariation, certificate compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Borrower, any beneficiary under a Guarantee or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; person or (iii) any Claim non-presentation or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness non-observance of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate formality or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, requirement in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no any instrument or any failure to give such notice shall relieve realise the Indemnifying Party full value of any liability hereunder security; d. any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower, any beneficiary under a Guarantee or any other person; e. any amendment (except to the extent the Indemnifying Party has suffered actual prejudicehowever fundamental) or replacement of a Finance Document, any Guarantee or any other document or security; f. any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Guarantee or any other document or security; or g. any insolvency or similar proceedings.

Indemnities. (a) Transferee IAH Acquisition will indemnify Transferor indemnify, exonerate and hold Transferor each Mezzanine Investor and each of the respective partners, shareholders, Affiliates, directors, officers, fiduciaries, employees and agents and each of the partners, shareholders, affiliates, directors, officers, fiduciaries, employee and agents of each of the foregoing (collectively, the "Indemnitees") free and harmless from and against any liabilityand all actions, losscauses of action, cost or expense suits, losses, liabilities and damages, and expenses in connection therewith, including without limitation reasonably attorneys' fees and disbursements (collectively, the "ClaimIndemnified Liabilities"), including reasonable attorneys' feesincurred by the Indemnities or any of them as a result of, which shall result from (i) the incorrectness of arising out of, or relating to any representation or breach of any representation, warranty or agreement by IA Holdings or IAH Acquisition or any misrepresentation by IA Holdings or IAH Acquisition set forth in Section 3.01(a), (b), or (e) of Transferee contained in this Agreement or in except for any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment Indemnified Liabilities that arise on account of such indemnityIndemnitees, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claimsgross negligence or willful misconduct as determined by a court of competent jurisdiction in a final judgment. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if If and to the extent Transferor that the foregoing undertaking may be unenforceable for any reason, IA Holdings hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is indemnified and fully compensated permissible under applicable law. None of the Indemnitees shall be liable to IA Holdings or any of its Subsidiaries or Affiliates for its claim any act or omission suffered or taken by a third partysuch Indemnitee that does not constitute either breach of this Agreement or gross negligence or willful misconduct. (b) Cronos and Transferor jointly and severally will Each Mezzanine Investor agrees to indemnify Transferee and hold Transferee harmless IA Holdings from and against all losses, damages, liabilities and expenses (including without limitation reasonable attorneys fees and charges) resulting from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any representation, warranty or agreement of Cronos such indemnifying party or Transferor contained in this Agreement or in any certificate or other document delivered misrepresentation by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained such indemnifying party in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. Any provision hereof to the contrary notwithstanding, and whether or not the transactions contemplated by this Agreement shall be consummated: (a) Transferee will indemnify Transferor The Company agrees to pay on demand (i) all reasonable costs and hold Transferor harmless from expenses of the Agent and the Creditors paid to third parties in connection with the preparation, execution, delivery and administration of this Agreement, any liabilitySwap Agreement, lossthe Notes and the Security Documents, cost and also in connection with any future amendment or expense supplement to or waiver or release with respect to (whether or not given) any of the foregoing (including, without limitation, the reasonable fees and out-of-pocket expenses of Baker & Botts, L.L.P., special counsel for the Agent and the Banks, and Lisk▇▇ & Lew▇▇, ▇pecial Louisiana counsel for the Agent and the Banks), and (ii) all ▇▇▇▇▇nable costs and expenses of the Agent and the Creditors (including reasonable counsel fees and expenses), if any, in connection with the enforcement of, and preservation of any rights under this Agreement, any Swap Agreement, the Notes and the Security Documents. (b) THE COMPANY HEREBY ASSUMES LIABILITY FOR, AND AGREES TO INDEMNIFY, PROTECT, SAVE AND KEEP HARMLESS the Agent and each Creditor and their respective successors and assigns and any of their respective officers, directors, employees, attorneys and agents, and any of them (hereinafter for purposes hereof called an "ClaimIndemnified Credit Party"), from and against, any and all liabilities, obligations, losses, damages, penalties, claims, causes of action, suits, demands, judgments, costs, charges, expenses and disbursements (including reasonable attorneys' feeslegal fees and expenses), which shall result of whatsoever kind and nature (hereinafter for the purposes hereof collectively called "Expenses"), imposed on, asserted against or incurred or suffered by any Indemnified Credit Party and in any way relating to or arising out of this Agreement, any Swap Agreement, any of the Security Documents or the construction, manufacture, installation, purchase, acceptance, non-acceptance, rejection, ownership, delivery, non-delivery, possession, use, occupancy, transportation, operation, insurance, condition, safety, return, sale, exchange or other disposition of or in respect of the Collateral or any portion thereof or interest therein, including latent and other defects, whether or not discoverable by the Company or any Indemnified Credit Party, any claim for patent, trademark or copyright infringement, any claim arising under the strict liability doctrine in tort or any claim arising from (ia) injury to persons or property growing out of or in connection with the incorrectness ownership or use of the Collateral, or any portion thereof or interest therein, or resulting from the condition or safety thereof or (b) violation or breach by the Company of any representation representation, warranty, covenant, agreement or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements condition contained in this Agreement, any other agreementSwap Agreement or any of the Security Documents or of conditions, instrumentagreements, certificate laws, regulations, requirements and rules affecting or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to the Collateral, or any period after portion thereof or interest therein; provided, however, that the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee Company shall not be required to indemnify Transferor if and any Indemnified Credit Party against Expenses incurred by an Indemnified Credit Party attributable to its gross negligence or willful misconduct; provided, further, THAT IT IS THE INTENT OF THE PARTIES HERETO THAT THE COMPANY INDEMNIFY EACH INDEMNIFIED CREDIT PARTY AGAINST EXPENSES INCURRED BY AN INDEMNIFIED CREDIT PARTY ATTRIBUTABLE TO THE CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER SOLE, CONCURRENT, CONTRIBUTORY OR OTHERWISE. If the Company shall have knowledge of any Expense hereby indemnified against, it will give prompt written notice thereof to every Indemnified Credit Party concerned. All amounts payable by the Company under this Subsection 12.05(b) shall be paid directly to the extent Transferor is Indemnified Credit Party or Parties entitled to indemnification. The Company shall be obligated under this Subsection 12.05(b) as primary obligor whether or not any Indemnified Credit Party shall also be indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) with respect to the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, same matter under any other agreementagreement by any other person, instrumentand any Indemnified Credit Party seeking to enforce the indemnification by the Company may proceed directly against the Company under this Subsection 12.05(b) without first resorting to any such other rights of indemnification. If any action, certificate suit or other document delivered by Cronos or Transferor proceeding shall be brought against any Indemnified Credit Party in connection with any claim indemnified against under this Subsection 12.05(b), the transactions contemplated by this Agreement; or Company may (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and, upon such Indemnified Credit Party's request, will), at the Company's own cost and including the Closing Dateexpense, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of resist and defend such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, or cause the same to be resisted and defended, by counsel selected by the Company and approved by such Indemnified Credit Party, and, in the event of any failure by the Company to do so, the Company will pay all costs and expenses (including legal fees and expenses) incurred by such Indemnified Credit Party in connection with such action, suit or proceeding. In the event that the Company shall be required to make any payment under this Subsection 12.05(b), the amount payable (and which the Company hereby covenants to pay) shall be an amount which, after deduction of all taxes required to be paid by the particular Indemnified Credit Party in respect of the receipt thereof under the laws of the United States of America or of any political subdivision thereof (after giving credit for any savings in respect of any such taxes by reason of deductions, credits or allowances in respect of the payment of the expense indemnified against, and of any such taxes), shall be equal to the amount of such payment. Upon the payment in full by the Company of any indemnities under this Subsection 12.05(b), the Company shall be subrogated to any right of such Indemnified Credit Party in respect of the matter against which indemnify may be sought hereunder indemnity shall have been given. Thereafter, and will give so long as no Default or Event of Default has occurred and is continuing, any payment received by any Indemnified Credit Party from any person (except the Indemnifying Party such information Company) as a result of any matter with respect thereto as to which such Indemnified Credit Party has been indemnified by the Indemnifying Party may reasonably request; but no failure Company under this Subsection 12.05(b) shall be paid over to give such notice shall relieve the Indemnifying Party of any liability hereunder (except Company to the extent necessary to reimburse the Indemnifying Company for indemnification payments previously made. Without limiting the generality of the foregoing, THE COMPANY HEREBY ASSUMES LIABILITY FOR, AND AGREES TO INDEMNIFY, PROTECT, SAVE AND KEEP HARMLESS each Indemnified Credit Party from and against, any and all liabilities, obligations, losses, damages, penalties, claims, causes of action, suits, demands, judgments, costs, charges, expenses and disbursements (including legal fees and expenses), which any of the Indemnified Credit Parties may sustain or incur by reason of or arising out of any and all claims or proceedings (whether brought by a private party, governmental authority, or otherwise) for bodily injury, property damage, abatement, remediation, environmental damage, or impairment or any other injury or damage resulting from or relating to any Hazardous Materials located upon, migrating into, from, or through or otherwise relating to any property of the Company or any Subsidiary (whether or not the release of such Hazardous Materials was caused by the Company, any Subsidiary, a tenant, or subtenant of the Company or any Subsidiary, a prior owner, a tenant or subtenant of any prior owner or any other party and whether or not the alleged liability is attributable to the handling, storage, generation, transportation, or disposal of any Hazardous Materials or the mere presence of any Hazardous Materials on such property; provided that the Company shall not be liable to the Indemnified Credit Parties where the release of such Hazardous Materials occurs at any time after which the Company or any Subsidiary has ceased to own such property), which any Indemnified Credit Party may incur due to the performance of its obligations under any Swap Agreement or the making of Loans or the Commitments hereunder, the exercise of any of its rights under this Agreement, any Swap Agreement, the Notes, the Security Documents, or otherwise, provided that no Indemnified Credit Party shall be entitled to the benefits of this paragraph to the extent its own gross negligence or willful misconduct contributed to its loss, provided, further, THAT IT IS THE INTENT OF THE PARTIES HERETO THAT THE COMPANY INDEMNIFY EACH INDEMNIFIED CREDIT PARTY FROM AND AGAINST THE CONSEQUENCES OF SUCH INDEMNIFIED CREDIT PARTY'S OWN NEGLIGENCE, WHETHER SOLE, CONCURRENT, CONTRIBUTORY OR OTHERWISE. If any action, suit or proceeding shall be brought against any Indemnified Credit Party in connection with any claim indemnified against under this paragraph of this Subsection 12.05(b), the Company may (and, upon such Indemnified Credit Party's request, will), at the Company's own cost and expense, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended, by counsel selected by the Company and approved by such Indemnified Credit Party, and, in the event of any failure by the Company to do so, the Company will pay all costs and expenses (including legal fees and expenses) incurred by such Indemnified Credit Party in connection with such action, suit or proceeding. Upon the payment in full by the Company of any indemnities under this Subsection 12.05(b), the Company shall be subrogated to any right of such Indemnified Credit Party in respect of the matter against which indemnity shall have been given. Thereafter, and so long as no Default or Event of Default has occurred and is continuing, any payment received by any Indemnified Credit Party from any person (except the Company) as a result of any matter with respect to which such Indemnified Credit Party has suffered actual prejudicebeen indemnified by the Company under this Subsection 12.05(b) shall be paid over to the Company to the extent necessary to reimburse the Company for indemnification payments previously made. (c) The payment obligations and indemnities contained in this Section 12.05 shall survive the payment or sale or transfer of the Notes, and the termination of this Agreement and any and all Swap Agreements with respect to all events, facts, conditions or other circumstances occurring or existing prior to such sale, transfer or termination, and with respect to all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, charges, expenses and disbursements, whenever the same shall be imposed, incurred or asserted (whether before or after such sale, transfer, resignation, removal or termination), arising out of the events, facts, conditions or other circumstances referred to in clause (i) of this Subsection 12.05(c). The aforesaid payment obligations and indemnities are made expressly for the benefit of, and shall be enforceable by, any Indemnified Credit Party.

Indemnities. The Assignor agrees (ai) Transferee will to indemnify Transferor and hold Transferor harmless the Collateral Agent and each other Secured Creditor and their respective successors, assigns, employees, agents and affiliates (individually an “Indemnitee,” and collectively the “Indemnitees”) from and against any liabilityand all liabilities, lossobligations, cost losses, damages, penalties, claims, actions, judgments, civil penalties, fines, settlements and suits of whatsoever kind or expense nature, and ("Claim")ii) to reimburse each Indemnitee for all reasonable costs and expenses, including reasonable and documented attorneys' ’ fees, which shall result in each case growing out of or resulting from (i) this Assignment or the incorrectness exercise by any Indemnitee of any representation right or remedy granted to it hereunder (but excluding all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, civil penalties, fines, settlements, suits, costs and expenses to the extent incurred by reason of the gross negligence of, the breach in bad faith of this Assignment by, or willful misconduct of such Indemnitee). In no event shall the Collateral Agent be liable, in the absence of gross negligence, the breach in bad faith of this Assignment or willful misconduct on its part, for any warranty of Transferee contained in this Agreement matter or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee thing in connection with this Assignment other than to account for monies actually received by it in accordance with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containersterms hereof. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if If and to the extent Transferor that the obligations of the Assignor under this Section 12 are unenforceable for any reason, the Assignor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is indemnified and fully compensated permissible under applicable law. Notwithstanding the foregoing, no party hereto shall be responsible to any person for its claim any consequential, indirect, special or punitive damages which may be alleged by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness such person arising out of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or the other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the ClaimsCredit Documents. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice

Indemnities. (a) Transferee will indemnify Transferor Assignor shall indemnify, defend, and hold Transferor Assignee harmless from any liabilityand all liabilities, lossclaims, cost or expense demands, damages, causes of actions, and expenses ("Claim")including, including without limitation, reasonable attorneys' fees, which shall result from (ifees and costs) that may now or hereafter be made or asserted against Assignee arising out of or related to the incorrectness performance or nonperformance of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with Assignor's obligations under the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings Contracts and the Leases with respect to the Property occurring prior to (but not after) the date of this Assignment. Assignee shall indemnify, defend, and hold Assignor harmless from any Containers relating and all liabilities, claims, demands, damages, causes of actions, and expenses (including, without limitation, reasonable attorneys' fees and costs) that may now or hereafter be made or asserted against Assignor arising out of or related to any period after the Closing Date performance or nonperformance of Assignee's obligations under the Contracts and the Leases with respect to such Containersthe Property occurring on or after the date of this Assignment. Upon payment The Property is conveyed in its "AS IS," "WHERE IS" and "WITH ALL FAULTS" condition, without any warranties by Assignor except for the representations of such indemnitySeller set forth in Section 5.3 (entitled Representations of Seller) of the Purchase and Sale Agreement between Assignor and Assignee dated ____________________________, Transferee shall be subrogated and Assignor specifically disclaims any warranties as to condition, fitness or suitability for any particular use or purpose, merchantability, or habitability of the Property. This conveyance is subject to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. provisions of Section 10.11 (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation entitled "No Representations or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified PartyWarranties") shall give prompt notice to the party from whom such indemnification is sought and Section 10.12 (the entitled "Indemnifying Party'AS IS' SALE") of the assertion Purchase and Sale Agreement between Assignor and Assignee with an Effective Date (as defined therein) of any Claim, or ____________________. These provisions survive the commencement execution and delivery of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudicethis document.

Indemnities. (a) Transferee will indemnify Transferor The Lessee hereby bears and assumes all risk and liability for, and the Lessee hereby agrees to indemnify, defend, and hold Transferor harmless the Lessor from any liabilityand all claims, lossliens, cost demands, or expense liabilities, costs, and expenses ("Claim"), including reasonable attorneys' ’ fees) arising out of or relating to the lease, which shall result from (i) operation, maintenance and use of the incorrectness of any representation or breach of any warranty of Transferee contained in this Agreement or in any other agreementBus, instrumentincluding death, certificate or other document delivered personal injury, damage to property, claims by Transferee pursuant heretothe Lessee’s employees, agents, and servants; (ii) a breach claims by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection the FTA with regard to compliance with the transactions contemplated by terms of Article X of this Agreement; or (iii) any Claim or legal proceedings Lease, and all other liability howsoever arising with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnityBus and the ownership or the leasing thereof; provided, Transferee shall be subrogated to however, that the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee Lessee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from Lessor or any claim, including reasonable attorneys' fees, which shall result from other indemnitee for: (i) any claim in respect of the incorrectness Bus arising from acts or events which occur after possession of any representation or breach the Bus has been redelivered to the Lessor at the expiration of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; the Lease Term, (ii) a breach by Cronos any claim resulting from acts which would constitute the willful misconduct or Transferor gross negligence of any of its covenants the Lessor or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreementindemnitee; or (iii) any Claim claim arising in connection with liens on the Bus created by the Lessor; or legal proceedings (iv) claims resulting solely from the breach by the Lessor of its covenant of quiet enjoyment set forth in Section 4.01 hereof. If the Lessor is subjected to any expense or liability because of any default or breach by the Lessee hereunder, then, upon written notice to the Lessee of the nature and/or amount thereof, the Lessee shall forthwith discharge the same, and if not so discharged, the amount of such expense shall be payable as a Supplemental Lease Payment. The indemnities and assumptions of liability herein provided for shall continue in full force and effect (notwithstanding the termination of this Lease, whether by expiration of time, by operation of law, or otherwise) with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties claims based upon or arising out of Transferor's ownership, management, disposition or sale of losses occurring during the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the ClaimsLease Term. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice