Common use of Indemnities Clause in Contracts

Indemnities. The O&M Contractor indemnifies and holds harmless the Project Company from and against all Losses which may be suffered or incurred by the Project Company arising directly or indirectly out of, or in connection with: bodily injury, sickness, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimed.

Indemnities. The O&M Contractor indemnifies In the event of any registration of Registrable Shares pursuant to this Section 5.3: (i) Puyi will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Fanhua Party and any underwriter for such Fanhua Party, and each person, if any, who controls the Fanhua Party or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with Puyi’s reasonable consent) to which the Fanhua Party or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading, or (iii) a violation of applicable securities laws by ▇▇▇▇, and ▇▇▇▇ will reimburse the Fanhua Party, such underwriter and each such controlling person of the Fanhua Party or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that Puyi will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 the course conformity with information furnished in writing by a Fanhua Party, such underwriter or such controlling persons specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance any of its obligations under due diligence obligations; provided, further, that the indemnity agreement contained in this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party"Section 5.3(d)(i) shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") not apply to amounts paid in settlement of any proceedings such claim, loss, damage, liability or claim brought or made against action if such settlement is effected without the Indemnified Party consent of Puyi, which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will consent shall not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party selling shareholder, the underwriter or by reason any controlling person of the selling shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling shareholder. Such indemnity shall survive the transfer of securities by a selling shareholder. (ii) Each Fanhua Party participating in a registration hereunder will indemnify and hold harmless Puyi, each other Fanhua Party participating in such registration, any underwriter for Puyi, and each person, if any, who controls Puyi or such underwriter or such other Fanhua Party, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s reasonable consent) to which Puyi or any such controlling person and/or any such underwriter and/or such other Fanhua 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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, and each such Fanhua Party will reimburse Puyi, each other Fanhua Party participating in such registration, any underwriter and each such controlling person of Puyi or any underwriter, promptly upon demand, for any reasonable legal or 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 Fanhua Party specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) Puyi and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the Indemnifying indemnity agreement contained in this Section 5.3(d)(ii) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of such Fanhua Party, as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Fanhua Party knew exceed the net proceeds from the offering received by such Fanhua Party. (iii) Promptly after receipt by an indemnified party pursuant to the provisions of Sections 5.3(d)(ii) or should have known 5.3(d)(ii) of notice of the mattercommencement of any action involving the subject matter of the foregoing indemnity provisions, fact or circumstance giving rise such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the Loss provisions of said Sections 5.3(d)(ii) or 5.3(d)(ii), promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and 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 Sections 5.3(d)(ii) or 5.3(d)(ii) 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 15 days after the notice of the commencement of the action, or (iii) the indemnifying party has authorized 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 that 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. (iv) 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 determining the amount of contribution to which indemnification is claimedthe 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. In no event shall the liability of a Fanhua Party exceed the net proceeds from the offering received by such Fanhua Party.

Indemnities. In the event of any registered offering of Common Stock pursuant to this Agreement (for purposes of this Section 7, holders of Other Registrable Shares shall also be referred to as “Holders” and “Registrable Shares” shall include Other Registrable Shares): 7.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Holder and any underwriter for such Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which the Holder or any such underwriter or controlling person 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 (a) any untrue statement or alleged untrue statement of any material fact contained in any registration statement or included in any prospectus, as amended or supplemented, or (b) the omission or alleged omission to state therein a material fact required to be suffered 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 the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 in writing by a Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the course indemnity agreement contained in this subsection 7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor Company. Such indemnity shall remain in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless full force and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason effect regardless of any investigation made by or on behalf of the Indemnified Party selling stockholder, the underwriter or any controlling person of the selling stockholder or the underwriter, and regardless of any sale in connection with such offering by reason the selling stockholder. Such indemnity shall survive the transfer of securities by a selling stockholder. 7.2 Each Holder participating in a registration hereunder will indemnify and hold harmless the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling stockholder’s consent) to which the Company or any such controlling person and/or any such underwriter 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 on (a) any untrue or alleged untrue statement of any material fact contained in any registration statement or included in any prospectus, as amended or supplemented, or (b) 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, and each such Holder will reimburse the Company, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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 is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in a preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such ▇▇▇▇▇▇. 7.3 Promptly after receipt by an indemnified party pursuant to the provisions of Sections 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder except to the extent the indemnifying party is prejudiced as a result thereof. 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and 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 Sections 7.1 or 7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (a) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (b) 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 15 days after written notice of the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (c) the indemnifying party has authorized 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 which 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. 7.4 In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (a) an indemnified party, exercising rights under this Agreement, makes a claim for indemnification pursuant to Section 7.1 or 3.1.2 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 7 provides for indemnification in such case, or (b) contribution under the Indemnifying Party knew or should have known Securities Act may be required on the part of the matter, fact or circumstance giving rise to the Loss any such indemnified party in circumstances for which indemnification is claimedprovided under this Section 7; then, and in each such case, the Company and such indemnified party will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the public offering price of its Registrable Shares offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and other selling Holders are responsible for the remaining portion; provided, however, that, in any such case: (i) no such Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Shares offered and sold by such Holder pursuant to such registration statement; (ii) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation; and (iii) no Holder shall be required to contribute any amount in excess of the amount such Holder would have been required to indemnify if indemnification had been applicable in accordance with its terms.

Indemnities. The O&M Contractor indemnifies (a) Subject to the provisions of Section 14.03 and holds Section 14.08, each Owner (the “Indemnifying Party”) shall indemnify, defend and hold harmless the Project Company other Owner (the “Indemnified Party”) and its Representatives, from and against any and all Losses which may be suffered suits, actions, liabilities, legal proceedings, claims, demands, losses, costs and expenses of whatsoever kind or incurred character, including reasonable attorneys’ fees and expenses (collectively, “Claims”) of third parties, for injury or death of persons or physical loss of or damage to property of Persons (other than the Indemnified Party and its Representatives) arising from the Indemnifying Party’s (including its Representatives’): (i) gross negligence or willful misconduct in connection with the performance of this Agreement; or (ii) failure to perform a material obligation under this Agreement. (b) In addition to and not in limitation of the indemnity provided in Section 14.01(a), but subject to the provisions of Section 14.03 and Section 14.08, each Owner, as Indemnifying Party, shall severally and not jointly, in accordance with its Ownership Interest, indemnify, defend and hold harmless the Operator, as Indemnified Party, and its Representatives from and against any and all third-party Claims for injury or death of persons or physical loss of or damage to property of Persons (other than the Indemnified Party and its Representatives), or fines or penalties levied or imposed by the Project Company Governmental Authorities, in each case, arising directly or indirectly out of, under or in connection with: bodily injurywith this Agreement, sickness, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than including in connection with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance Operator of its obligations under this Agreement, unless except for such Claims or fines arising from the Operator’s or its Representatives’: (i) gross negligence or willful misconduct in connection with the performance of this Agreement or (ii) failure to perform a material obligation under this Agreement. (c) Subject to the provisions of Section 14.03 and Section 14.08, the Operator, as Indemnifying Party, shall indemnify, defend and hold harmless each Owner, as Indemnified Party, and its Representatives from and against any and all Claims for injury or death of persons or physical loss of or damage to property of Persons (including the Indemnified Party and its Representatives), or fines or penalties levied or imposed by Governmental Authorities or Losses incurred by the Indemnified Party and its Representatives, arising from the Operator’s and its Representatives’ (i) gross negligence or willful misconduct in connection with the performance of this Agreement or (ii) failure to perform a material obligation under this Agreement; provided, however, in no event shall the Operator be obligated to indemnify, defend or hold harmless an Owner and its Representatives from and against any such Claims or fines or Losses to the extent attributable arising from such Owner’s or its Representatives’: (i) gross negligence or willful misconduct in connection with the performance of this Agreement; or (ii) failure to perform any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party material obligation under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedAgreement.

Indemnities. (a) The O&M Contractor indemnifies Borrower will indemnify each of the Arranger, each Lender, the Collateral Agent, the Administrative Agent and holds their respective affiliates and their officers, directors, employees, agents and advisors (each, an "Indemnified Party") and hold each Indemnified ----------------- Party harmless the Project Company from and against any and all Losses which claims, damages, losses, liabilities and expenses (including reasonable fees and expenses of counsel and, with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal staff) that may be suffered or incurred by the Project Company or asserted or awarded against any Indemnified Party, in each case arising directly or indirectly out of, of or in connection with: bodily injury: (A) this Agreement and any other Loan Documents, sickness, disease any of the transactions contemplated herein or death therein or the actual or proposed use of the proceeds of the Advances; or (B) the actual or alleged presence of Materials of Environmental Concern on any person whatsoever; property of the Borrower or damage to or loss of any property, real or personal (other than with respect environmental proceeding relating in any way to the Facility)Borrower, except to the extent that such Loss arises out of claim, damage, loss, liability or expense is found in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or a final, non-performance appealable judgment by a court of its obligations under competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. (b) In the case of any investigation, litigation or other proceeding to which the indemnity in this Agreement Section 14.5(a) applies, the indemnity shall be effective whether or the O&M Servicesnot such investigation, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement litigation or proceeding is brought by the Project CompanyBorrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. (c) The Borrower also shall not to assert any claim against the Administrative Agent, the SupplierCollateral Agent, the Installation Contractor any Lender, any of their Affiliates, or any of their respective Representatives. The Project Company indemnifies directors, officers, employees, attorneys and holds harmless the O&M Contractor from and against all Losses which may be suffered agents, on any theory of liability, for special, indirect, consequential or incurred by the O&M Contractor punitive damages arising directly or indirectly out of or in respect otherwise 123 relating to this Agreement, any of bodily injurythe transactions contemplated herein or the actual or proposed use of the proceeds of the Advances. (d) If any payment of principal of any Advance is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, sicknessas a result of any repayment or, disease prepayment or deathacceleration of the maturity of the Advances pursuant to Section 12.1 or for any other reason, the Borrower shall pay to the extent Administrative Agent for the account of such Lender any loss, cost or expense (including loss of anticipated profit) that such Loss arises out any Lender may sustain or incur as a consequence of the making of any payment of an Advance on a day that is not the last day of the applicable Interest Period with respect thereto. (e) The Borrower shall indemnify each Lender against any loss, cost or expense incurred by any Lender as a result of any failure to fulfill on or before the date specified in any Disbursement Claim for a requested Advance the course applicable conditions set forth in Articles 10.1 and 11.1, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the acts liquidation or omissions reemployment of the Project Company deposits or other funds acquired by such Lender to fund its participation in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedrequested Advance.

Indemnities. The O&M Contractor indemnifies 7.1 You shall indemnify and holds harmless keep us and our Affiliates (and the Project Company directors, officers, employees, agents and subcontractors of any and/or all of them) (together the "Indemnified Parties") fully indemnified, on demand and at all times, from and against any and all Losses for which may it is permitted under Applicable Laws for the Indemnified Parties to be suffered indemnified and which are attributable to any act, omission, default, delay, negligence or incurred breach of statutory duty by you or on your part, and which the Project Company Indemnified Parties suffer or incur arising directly or indirectly out of, of or in connection with: bodily injury: 7.1.1 any material breach by you of this Agreement; 7.1.2 any breach of, sickness, disease or death non-compliance by you with Applicable Laws; or 7.1.3 any claim made against any of any person whatsoever; or damage the Indemnified Parties by a third party (including but not limited to or loss of any property, real or personal (other than with respect to the Facility), to the extent that such Loss arises a Beneficiary) arising out of or in the course connection with us acting on your direct instructions. 7.2 The provisions of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may Clause 7.1 shall be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name benefit of the Indemnified Party. A right Parties and, without prejudice to indemnification under this Clause 10 (Indemnities) will not 23.2, shall also be affected or deemed waived enforceable by reason us on behalf of any investigation made by or ourselves and on behalf of the Indemnified Party Parties. You waive any right you may have of first requiring us (or by reason any other Indemnified Party) to proceed against or enforce any other rights or security or claim payment from any person before claiming from you under this Clause 7. This waiver applies irrespective of the fact that the Indemnifying Party knew any Applicable Laws or should have known any provision of the matter, fact or circumstance giving rise this Agreement to the Loss contrary. Further, you expressly confirm that you intend that this indemnity shall extend from time to time to any (however fundamental) variation, increase, extension or addition to this Agreement. 7.3 For the avoidance of doubt, if a claim is brought against the Indemnified Parties by a Beneficiary or any other third party, we shall be entitled to settle or otherwise deal with it at our sole discretion. Further, if any discharge, release or arrangement (whether in respect of your obligations or any security for those obligations or otherwise) is made by us in whole or in part on the basis of any payment, security or other disposition which indemnification is claimedavoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then your liability under this Clause 7 will continue or be reinstated as if the discharge, release or arrangement had not occurred. 7.4 Unless expressly stated otherwise, no indemnity obligation under this Agreement shall be subject to the limitations of liability contained in Clause 6.4. Further, this indemnity is in addition to and is not in any way prejudiced by any other indemnity, guarantee or other security now or subsequently held by us.

Indemnities. The O&M Contractor indemnifies (a) Lender hereby agrees to indemnify and holds hold harmless the Project Company Borrower and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses (including, without limitation, any losses relating to Borrower’s market activities as a consequence of becoming, or of the risk of becoming, subject to Section 16(b) of the Exchange Act, including, without limitation, any forbearance from market activities or cessation of market activities and any losses in connection therewith) incurred or suffered by any such person or incurred by the Project Company arising entity directly or indirectly out arising from, by reason of, or in connection with: bodily injury, sickness, disease or death (i) any breach by Lender of any person whatsoever; of its representations or damage to warranties contained in Section 7 or loss (ii) any breach by Lender of any property, real or personal (other than with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under covenants or agreements in this Agreement or the O&M ServicesAgreement. (b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, unless present and to the extent attributable to any negligencefuture directors, wilful actofficers, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies employees and holds harmless the O&M Contractor other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or incurred by the O&M Contractor arising entity directly or indirectly out of arising from, by reason of, or in respect connection with (i) any breach by Borrower of bodily injury, sickness, disease any of its representations or death, warranties contained in Section 7 or (ii) any breach by Borrower of any of its covenants or agreements in this Agreement. (c) 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 extent that such Loss arises out of or in the course of or by reason attention of the acts or omissions party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the Project Company in existence and amount thereof; provided that the performance or non-performance failure of its obligations the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, unless and except to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor RepresentativeIndemnifying Party is materially prejudiced thereby. Each The Indemnifying Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, promptly notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on 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 part of initial notification from the Indemnified Party; provided that, if the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of reasonably cannot respond to such notificationnotice within 30 days, the Indemnifying Party may shall respond to the Indemnified Party as soon thereafter as reasonably possible. (d) An Indemnifying Party shall be entitled to participate in and, if (i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its own cost and in consultation with the Indemnified Partyexpense, conduct but such proceedings or claim and any negotiations for the settlement thereof in the name of defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. A right to indemnification An Indemnified Party shall not make any settlement of any claim or litigation under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf Section 12 without the written consent of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedParty.

Indemnities. The O&M Contractor indemnifies (a) Lender hereby agrees to indemnify and holds hold harmless the Project Company Borrower and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses (and losses relating to Borrower’s market activities as a consequence of becoming, or of the risk of becoming, subject to Section 16(b) under the Exchange Act, 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 incurred by the Project Company arising entity directly or indirectly out arising from, by reason of, or in connection with: bodily injury, sickness, disease or death (i) any breach by Lender of any person whatsoever; of its representations or damage to warranties contained in Section 7 or loss (ii) any breach by Lender of any property, real or personal (other than with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under covenants or agreements in this Agreement or the O&M ServicesAgreement. (b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, unless present and to the extent attributable to any negligencefuture directors, wilful actofficers, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies employees and holds harmless the O&M Contractor other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or incurred by the O&M Contractor arising entity directly or indirectly out of arising from, by reason of, or in respect connection with (i) any breach by Borrower of bodily injury, sickness, disease any of its representations or death, warranties contained in Section 7 or (ii) any breach by Borrower of any of its covenants or agreements in this Agreement. (c) 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 extent that such Loss arises out of or in the course of or by reason attention of the acts or omissions party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the Project Company in existence and amount thereof; provided that the performance or non-performance failure of its obligations the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, unless and except to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor RepresentativeIndemnifying Party is materially prejudiced thereby. Each The Indemnifying Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, promptly notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on 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 part of initial notification from the Indemnified Party; provided that, if the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of reasonably cannot respond to such notificationnotice within 30 days, the Indemnifying Party may shall respond to the Indemnified Party as soon thereafter as reasonably possible. (d) An Indemnifying Party shall be entitled to participate in and, if (i) in the good faith judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its own cost and in consultation with the Indemnified Partyexpense, conduct but such proceedings or claim and any negotiations for the settlement thereof in the name of defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. A right to indemnification An Indemnified Party shall not make any settlement of any claim or litigation under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf Section 12 without the written consent of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedParty.

Indemnities. The O&M Contractor indemnifies (a) Lender hereby agrees to indemnify and holds hold harmless the Project Company Borrower and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or incurred by the Project Company arising entity directly or indirectly out arising from, by reason of, or in connection with: bodily injury, sickness, disease or death (i) any breach by Lender of any person whatsoever; of its representations or damage to warranties contained in Section 9 or loss (ii) any breach by Lender of any property, real or personal (other than with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under covenants or agreements in this Agreement or the O&M ServicesAgreement. (b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, unless present and to the extent attributable to any negligencefuture directors, wilful actofficers, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies employees and holds harmless the O&M Contractor other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or incurred by the O&M Contractor arising entity directly or indirectly out of arising from, by reason of, or in respect connection with (i) any breach by Borrower of bodily injury, sickness, disease any of its representations or death, warranties contained in Section 9 or (ii) any breach by Borrower of any of its covenants or agreements in this Agreement. (c) In case any claim or litigation which might give rise to any obligation of a party under this Section 14 (each an “Indemnifying Party”) shall come to the extent that such Loss arises out of or in the course of or by reason attention of the acts or omissions party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the Project Company in existence and amount thereof; provided that the performance or non-performance failure of its obligations the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, unless and except to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor RepresentativeIndemnifying Party is materially prejudiced thereby. Each The Indemnifying Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, promptly notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on in writing if it accepts such claim or litigation as being within its indemnification obligations under this Section 14. Such response shall be delivered no later than 30 days after the part of initial notification from the Indemnified Party; provided that, if the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of reasonably cannot respond to such notificationnotice within 30 days, the Indemnifying Party may shall respond to the Indemnified Party as soon thereafter as reasonably possible. (d) An Indemnifying Party shall be entitled to participate in and, if (i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its own cost and in consultation with the Indemnified Partyexpense, conduct but such proceedings or claim and any negotiations for the settlement thereof in the name of defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. A right to indemnification An Indemnified Party shall not make any settlement of any claim or litigation under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf Section 14 without the written consent of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedParty.

Indemnities. In the event of any registration of the Registrable Securities pursuant to a Holder’s exercise of its Registration Rights: 3.3.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, 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 other representatives (a “Holder Indemnified Party”), from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses to which any such Holder Indemnified Party may be suffered become subject under applicable law or incurred by the Project Company arising directly otherwise, insofar as such losses, damages, claims, liabilities (or indirectly out of, actions or proceedings in connection with: bodily injury, sickness, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facilitythereof), to the extent that such Loss arises costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the course of Registration Statement, (ii) the omission or by reason 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 acts circumstances in which they are made, not misleading and the Company will reimburse such Holder Indemnified Party promptly upon demand, for any reasonable documented, out-of-pocket legal or omissions any 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 or (iii) any violation of alleged violation by the Company of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project CompanySecurities Act, the Supplier, the Installation Contractor Exchange Act or any of their respective Representatives. The Project Company indemnifies and holds harmless state securities law or any rule or regulation thereunder, in connection with the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and ; provided that the Company will not be liable to any Holder Indemnified Party in any such case to the extent attributable that any 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 Registration Statement; provided, further, that the indemnity agreement contained in this subsection 3.3.1 shall not apply to amounts paid in settlement of any negligencesuch claim, wilful actloss, breach damage, liability or action if such settlement is effected without the consent of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") Company, which consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected unreasonably withheld, conditioned or deemed waived by reason 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 Company in writing any information regarding such H▇▇▇▇▇ and his or by reason her intended method of distribution of Registrable Securities as the Company may reasonably request and, severally not jointly, will indemnify and hold 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 and all losses, damages, claims, liabilities, costs or expenses (including any 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, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise solely and directly from (i) any untrue or alleged untrue statement of any material fact that contained in the Indemnifying Party knew Registration Statement or should have known 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 mattercircumstances in which they were made, fact or circumstance giving rise not misleading, but, in each case, only to the Loss 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 reasonable legal or 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 subsection 3.3.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the aggregate amounts payable by any Holder by way of indemnity under this subsection 3.3.2, or contribution under subsection 3.3.4, exceed the net 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. 3.3.3 Promptly after receipt by an indemnified party pursuant to the provisions of subsections 3.3.1 or 3.3.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is claimedto be made against the indemnifying party pursuant to the provisions of said subsections 3.3.1 or 3.3.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability 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 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 authorized 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. (a) The O&M Contractor indemnifies Sub-Adviser shall indemnify and holds hold harmless the Project Company from Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all Losses which may be suffered losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred by the Project Company arising directly or indirectly out of, or in connection with: bodily injurytherewith) to which any such person may become subject under the 1933 Act, sicknessthe 1934 Act, disease the 1940 Act or death of any person whatsoever; other federal or damage to state statutory law or loss of any propertyregulation, real at common law or personal otherwise, insofar as such losses, claims, damages, expenses or liabilities (other than with or actions in respect to the Facility), to the extent that such Loss arises thereof) arise out of or in are based upon: (i) a breach by the course Sub-Adviser of this Agreement or by reason of the acts representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment; (iii) in so far as they specifically relate to Allocated Fund Assets, any untrue statement or omissions alleged untrue statement of a material fact contained in any Disclosure Document or the O&M Contractor in omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's performance or non-performance of its obligations duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. (b) The Adviser shall indemnify and hold harmless the Sub-Adviser, and its officers, directors and employees (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the O&M Services, unless representations and to the extent attributable to any negligence, wilful act, breach of this Agreement warranties made by the Project CompanyAdviser herein; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading for which Sub-Adviser is not otherwise responsible pursuant to Section 14(a), the Supplier, the Installation Contractor above; or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the (iii) Adviser's performance or non-performance of its obligations under this Agreementduties hereunder; provided, unless and however, that nothing herein shall be deemed to the extent attributable protect any Indemnified Party against any liability to any negligencewhich such Indemnified Party would otherwise be subject by reason or willful misfeasance, wilful actbad faith, breach gross negligence or reckless disregard of the Agreement by duties involved in the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt conduct of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedperson.

Indemnities. In the event of any registered offering of Registrable Securities pursuant to this Section 2 or Section 3: 2.8.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, each Holder, any underwriter of such Holder, each person, if any, who controls the Holder or such underwriter and each of the foregoing person’s respective officers, directors, employees, partners, members, attorneys, advisors, agents or other representatives (a “Holder Indemnified Party”), from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which any such Holder Indemnified Party may be suffered become subject under applicable law or incurred by the Project Company arising directly otherwise, insofar as such losses, damages, claims, liabilities (or indirectly out of, actions or proceedings in connection with: bodily injury, sickness, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facilitythereof), to the extent that such Loss arises costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the course of Registration Statement or by reason included in the prospectus, as amended or supplemented, (ii) the omission or 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 acts circumstances in which they are made, not misleading and the Company will reimburse such Holder Indemnified Party promptly upon demand, for any reasonable documented, out-of-pocket legal or omissions any 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 or (iii) any violation of alleged violation by the Company of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project CompanySecurities Act, the Supplier, the Installation Contractor Exchange Act or any of their respective Representatives. The Project Company indemnifies and holds harmless state securities law or any rule or regulation thereunder, in connection with the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and ; provided that the Company will not be liable to any Holder Indemnified Party in any such case to the extent attributable that any 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 in writing by such Holder Indemnified Party claiming for indemnification in writing specifically for inclusion therein; provided, further, that the indemnity agreement contained in this subsection 2.8.1 shall not apply to amounts paid in settlement of any negligencesuch claim, wilful actloss, breach damage, liability or action if such settlement is effected without the consent of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") Company, which consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected unreasonably withheld, conditioned or deemed waived by reason 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. 2.8.2 Each Holder participating in a registration hereunder will furnish to the Company in writing any information regarding such Holder and his or by reason her intended method of distribution of Registrable Securities as the Company may reasonably request and will indemnify and hold harmless the Company, any underwriter for the Company, any other person participating in the distribution, each person, if any, who controls the Company, such underwriter 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 and all losses, damages, claims, liabilities, costs or expenses (including any 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, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact that contained in the Indemnifying Party knew Registration Statement or should have known 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 mattercircumstances in which they were made, fact or circumstance giving rise not misleading, but, in each case, only to the Loss extent of such information relating to such Holder and provided in writing by such Holder, and each such Holder will reimburse such Company Indemnified Party promptly upon demand, for any reasonable legal or 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 subsection 2.8.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 2.8.3 Promptly after receipt by an indemnified party pursuant to the provisions of Sections 2.8.1 or 2.8.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 2.8.1 or 2.8.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability 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 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 Sections 2.8.1 or 2.8.2 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 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 authorized 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. 2.8.4 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 claimedappropriate 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. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 2.8.5 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 Section 2.8 from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnities. (a) The O&M Contractor indemnifies Fund agrees to indemnify, defend and holds hold Distributor, its officers and directors and any person who controls Distributor within the meaning of Section 15of the Securities Act of 1933, free and harmless the Project Company from and against any and all Losses claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Distributor, its officers and directors or any such controlling person may be suffered or incurred by incur under the Project Company arising directly or indirectly out ofSecurities Act of 1933, or under the common law or otherwise, arising out of or based upon any alleged untrue statements of a material fact contained in connection with: bodily injurythe Fund's Registration Statement and Exhibits, sicknessProspectuses, disease or death Statement of Additional Information or arising out of or based upon any person whatsoeveralleged omission to state a material fact required to be stated in such documents or necessary to make the statements in them not misleading; or damage to or loss of any propertyprovided, real or personal (other than with respect to the Facility)however, that this indemnity, to the extent that it might require indemnity of a person who is an officer or director or controlling person of Distributor and who is also a director or officer of the Fund, shall not inure to the benefit of such Loss arises out officer or director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the course Securities Act of 1933; and further provided that in no event shall anything herein contained be so construed as to protect Distributor (or its officers and directors or any controlling persons) against any liability to the Fund or its stockholders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith or negligence, in the performance of its duties or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance its reckless disregard of its obligations and duties under this Agreement Agreement. The Fund's agreement to indemnify Distributor, its officers and directors and any such controlling person as aforesaid is expressly conditioned upon its being notified of any action brought against Distributor, its officers and directors or the O&M Servicesany such controlling person, unless and such notification to be given by letter or telegram address to the extent attributable Fund at its principal office in Omaha, Nebraska, and sent to any negligence, wilful act, breach of this Agreement it by the Project Companyperson against whom such action is brought, within ten (10) days after the Supplier, the Installation Contractor summons or any of their respective Representativeslegal process shall have been serviced. The Project Company indemnifies and holds harmless failure to so notify the O&M Contractor Fund of any such action shall not relieve it from and against all Losses any liability which it may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, have to the extent that person against whom such Loss arises out of or in the course of or action is brought by reason of any such alleged untrue statement or omission otherwise than on the acts or omissions account of the Project Company indemnity contained in the performance this paragraph. The Fund will be entitled at its election, to assume the defense of any suit brought to enforce any such claim, demand or non-performance liability, but, in such case, such defense shall be conducted by counsel of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement good standing chosen by the O&M Contractor or an O&M Contractor RepresentativeFund and approved by the Distributor. Each Party (In the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of event that the same, notify Fund does elect to assume the other Party (the "Indemnifying Party") defense of any proceedings or claim brought or made against such suit and retain counsel of good standing approved by the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notificationDistributor, the Indemnifying Party may at defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case Distributor does not approve of counsel chosen the Fund will reimburse Distributor, its own cost officers and directors, or the controlling person named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by Distributor or them. The indemnification contained in this paragraph and the representations and warranties in this Agreement shall remain operative and in consultation with the Indemnified Party, conduct such proceedings or claim full force and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason effect regardless of any investigation made by or on behalf of Distributor, its officers and directors, or any controlling person, and shall survive the Indemnified Party delivery of any Shares of the Fund hereunder. This indemnity will inure exclusively to Distributor's benefit, to the benefit of its successors, to the benefit of its officers and directors and their respective estates, and to the benefit of any controlling person and its successors. The Fund agrees promptly to notify Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issue and sale of its Shares. (b) The Distributor agrees to indemnify, defend and hold the Fund, its several officers and directors, and any person who controls the Fund within the meaning of the Section 15 of the Securities Act of 1933, free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Fund, its officers or directors, or any such controlling person may incur under the Securities Act of 1933 or under the common law or otherwise; but only to the extent that such liability or expense incurred by the Fund, its officers or directors or such controlling person resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained information furnished in writing by Distributor to the Fund for use in the Fund's Registration Statement and Exhibits, Prospectuses or Statement of Additional Information or shall arise out of or be based upon any alleged omission to stating material fact in connection with such information required to be stated in such document and necessary to make the statements in them not misleading. Distributor's agreement to indemnify the Fund, its officers and directors, and any such controlling person as aforesaid is expressly conditioned upon Distributor being notified of any action brought against Fund, its officers or directors, or any such controlling person, such notification to be given by letter or telegram addressed to the Distributor at its principal office in Omaha, Nebraska, and sent to it by the person against whom such action is brought, within ten (10) days after the summons or other first legal process shall have been served. Distributor shall have a right to control the defense of such action, with counsel of its own choosing, satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission on its part, and in any other event the Distributor or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. Failure to so notify Distributor of any such action shall not relieve Distributor from any liability which Distributor may have to the Fund, it officers or directors, or to such controlling person by reason of the fact that the Indemnifying Party knew such untrue statement or should have known omission on Distributor's part otherwise than on account of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedits indemnity contained in this paragraph.

Indemnities. The O&M Contractor indemnifies (1) Manager hereby agrees to indemnify, defend and holds 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 each of the Indemnified Parties harmless the Project Company from and against all Losses which may be suffered or losses, damages, costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses incurred in good faith and court costs) incurred by the Project Company arising directly or indirectly out of, or in connection with: bodily injury, sickness, disease or death Indemnified Parties by reason of any person whatsoever; claim or damage to demand being made upon or loss any action taken against any of any property, real the Indemnified Parties arising from Manager's gross negligence or personal (other than willful misconduct or fraud with respect to its duties and obligations under this Agreement. The Indemnified Parties shall, in good faith, endeavor to notify Manager in writing as to every such claim, demand or action against the Facility), 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 Loss arises out 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 or Manager's constituent partners and their respective officers and directors (each such person collectively called the "INDEMNIFIED PARTIES" for the purposes of this Section XVIII.O(2)), and hold 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 course of or Indemnified Parties by reason of the acts any claim or omissions demand being made upon or any action taken against any of the O&M Contractor in the performance Indemnified Parties arising from (i) any gross negligence or non-performance willful misconduct or fraud of its obligations under this Agreement or the O&M ServicesOwner, unless and except to the extent attributable to Manager or its Affiliate is responsible for such gross negligence or willful misconduct, or (ii) any negligence, wilful act, breach of this Agreement act taken or omission made by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or Manager in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and 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 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 Owner shall not limit Owner's liability under this Section XVIII.O(2) to the extent attributable that such failure to any negligencenotify does not adversely affect Owner's rights with respect to such claim. (3) No person engaged as an independent contractor by Owner or Manager shall be considered an employee, wilful actservant, breach of agent or other Person that Owner or Manager (as the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party"case may be) shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise be obligated to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations indemnify for the settlement thereof in the name purposes of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedSection XVIII.

Indemnities. The O&M Contractor indemnifies ABH shall indemnify and holds hold harmless the Project Company Supplier from and against any and all Losses which may be suffered or claims, demands, actions, suits, causes of action, damages and expenses (including but not limited to expenses of investigation, settlement litigation and reasonable attorneys’ fees incurred by the Project Company arising directly or indirectly out of, or in connection with: therewith) which are hereafter made, sustained or brought against Supplier by any person for the recovery of damages for property damage or bodily injury, sickness, disease illness or death of any person whatsoever; caused or damage alleged to be caused by Specifications supplied to Supplier by ABH (including, without limitation, any infringement of intellectual property rights of a third party) or loss by the use of any propertyABH materials that include the Materials, real or personal (other than with respect to the Facility), except to the extent that such Loss arises out claims, demands, actions, suits, causes of action, damages or in the course expenses occur as a result of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any Supplier’s negligence, wilful actwillful misconduct, breach of this Agreement by the Project Companyor breach of its warranties contained in Section 4.01 hereof. In turn, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies Supplier will indemnify and holds hold harmless the O&M Contractor ABH from and against any and all Losses claims, demands, actions, suits, courses of action damages and expenses (including but not limited to expenses of investigation, settlement litigation and reasonable attorneys’ fees incurred in connection therewith) which may be suffered are hereafter made, sustained or incurred brought against ABH by any person for the O&M Contractor recovery of damages for property damage or bodily injury, illness or death of any person arising directly or indirectly out of or resulting from Supplier’s negligence, willful misconduct, breach of this Agreement or breach of the warranties set forth in respect Section 4.01 hereof (including, without limitation, Supplier’s warranties in such section relating to any infringement of bodily injuryintellectual property rights of a third party), sickness, disease or death, except to the extent that such Loss arises out claims, demands, actions, suits, causes of action, damages or in the course expenses occur as a result of ABH’s negligence or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations willful misconduct. As to any intellectual property infringement claims under this Agreement, unless the indemnifying party shall have the right to take anyone or more of the following actions (a) to procure a license from the person claiming or likely to claim the infringement, (b) to modify the Materials to avoid the claim of infringement, so long as the modification does not materially impair the quality of the Materials, (c) if Supplier is the indemnifying party, then to accept the return of the Materials subject to or likely to be subject to the claim and to refund to ABH the extent attributable price paid for the Materials (including shipping charges), and/or (d) to any negligence, wilful act, breach assume the defense of the Agreement by claim at the O&M Contractor or an O&M Contractor Representative. Each Party indemnifying party’s cost (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for indemnified party agreeing to cooperate with the settlement thereof indemnifying party in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimeddefense).

Indemnities. The O&M Contractor indemnifies Master Servicer agrees to indemnify, defend and holds save harmless each Indemnified Party and each Buyer Indemnified Party, other than for the Project Company 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 losses, claims, damages, liabilities, costs and expenses (including all reasonable and documented attorneys’ fees and expenses, reasonable and documented expenses incurred by its respective credit recovery groups (or any successors thereto) and reasonable and documented expenses of settlement, litigation or preparation therefor) which any Indemnified Party or Buyer Indemnified Party may incur or which may be suffered 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 or incurred in connection with: (i) the characterization in any Monthly Report, Compliance Certificate or other statement made by the Project Company arising directly Master Servicer or indirectly out ofany Subservicer of any Receivable as an Eligible Receivable which was not an Eligible Receivable at the time of such characterization; (ii) any representation, warranty or statement made or deemed made by the Master Servicer or any Subservicer under or in connection with: bodily injurywith this Agreement or any other Transaction Document, sickness, disease any Monthly Report or death of Compliance Certificate or other document delivered by the Master Servicer or any person whatsoever; Subservicer or damage to be delivered by the Master Servicer or loss of any property, real Subservicer in connection herewith or personal with any other Transaction Document as being incorrect in any material respect when made or deemed made or delivered; (other than iii) the failure by the Master Servicer or any Subservicer to comply in any material respect with any applicable Law with respect to the Facility), to the extent that such Loss arises out of any Receivable or in the course of or by reason any Related Security with respect thereto; (iv) any failure of the acts Master Servicer or omissions 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 O&M Contractor in commingling by the performance Master Servicer or non-performance any Subservicer of its obligations 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 Financing Party under this Agreement, any other Transaction Document or any other instrument or document furnished by it pursuant hereto or thereto or with respect to any Receivable; (vii) any investigation, litigation or proceeding related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement or the O&M Servicesservicing, unless and administering or collecting of any Receivable, insofar as such investigation, litigation or proceeding relates to the Master Servicer or any Subservicer or relates to or arises from the servicing, administering or collecting of any Receivable by the Master Servicer or any Subservicer (or the failure to do so to the extent attributable to any negligence, wilful act, breach of required by this Agreement or the other Transaction Documents); or (viii) any claim brought by any Person other than an Indemnified Party or Buyer Indemnified Party arising from any activity by the Project Company, the Supplier, the Installation Contractor Master Servicer or any of their respective Representatives. The Project Company indemnifies and holds harmless Subservicer in servicing, administering or collecting any Receivable (or the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, failure to do so to the extent required by this Agreement or the other Transaction Documents); provided that such Loss arises out of or nothing in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and Section 9.07 shall be deemed to provide indemnity to the extent attributable Indemnified Parties or the Buyer Indemnified Parties for (i) credit losses due to Defaulted Receivables or (ii) any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedTaxes.

Indemnities. In the event of any registered offering of Registrable Shares pursuant to this Agreement: 7.1. The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Holder and any underwriter for such Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which the Holder or any such underwriter or controlling person 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 either: (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered 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 the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third- party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 in writing by a Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; and further provided, that the course indemnity agreement contained in this Section 7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Holder, the underwriter or any controlling person of the Holder or the underwriter, and regardless of any sale in connection with such offering by the Holder. Such indemnity shall survive the transfer of securities by a Holder. 7.2. Each Holder participating in a registration hereunder will indemnify and hold harmless the Company, its officers and directors, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which the Company or any such controlling person and/or any such underwriter 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 on either: (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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; and each such Holder will reimburse the Company, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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 is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company, or (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, however, that the indemnity agreement contained in this Section 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders, as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Holder exceed the gross proceeds from the offering received by such Holder. 7.3. Promptly after receipt by an indemnified Party pursuant to the provisions of Section 7.1 or 7.2 above of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified Party will, if a claim thereof is to be made against the indemnifying Party pursuant to the provisions of said Section 7.1 or 7.2, promptly notify the indemnifying Party of the commencement thereof. The failure to deliver written notice to the indemnifying Party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying Party of any liability to the indemnified Party under this Section 7. 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 defense thereof with counsel reasonably satisfactory to such indemnified Party; provided, however, that if the defendants in any action include both the indemnified Party and the indemnifying Party and 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 Section 7.1 or 7.2 for any legal or other expense subsequently incurred by reason 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 fact 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 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 authorized 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 which 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. 7.4. 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 as more fully set forth in an underwriting agreement to be executed in connection with such registration. 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. 7.5. Notwithstanding the foregoing, to the extent that the Indemnifying Party knew or should have known of provisions on indemnification and contribution contained in the matterunderwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, fact or circumstance giving rise to the Loss for which indemnification is claimedprovisions in the underwriting agreement shall control.

Indemnities. In the event of any registered offering of Ordinary Shares pursuant to this Agreement: 6.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, the Holder, the officers and directors of the Holder and any underwriter for the Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs, and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Holder or any such officers and directors of the Holder, underwriter or controlling person 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 are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered started therein or necessary to make the statement therein, in the light of the circumstances in which they are made, not misleading, and the Company will reimburse the Holder, such officers and directors of the Holder, such underwriter, and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out ofthem in connection with investigating, preparing to defend, or defending against, or appearing as a third-party witness in connection with: bodily injurywith such loss, sicknessclaim, disease damage, liability, action, or death of proceeding; provided, however, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss loss, damage, liability, cost, or expense arises solely out of or is based solely upon an untrue statement or alleged untrue statement, or omission or alleged omission, so made in conformity with information furnished to the course Company in writing by the Holder, such underwriter, or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; and provided, further, that the indemnity agreement contained in this Sub-Section 6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or by reason Holder, the officers and directors of the Holder, the underwriter, or any controlling person of the Holder or the underwriter, and regardless of any sale in connection with such offering by the Holder. Such indemnity shall survive the transfer of securities by a Holder. 6.2 The Holder participating in a registration hereunder will indemnify and hold harmless the Company, the officers and directors of the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs, or expenses (including any amount paid in any settlement effected with the Holder's consent) to which the Company, the officers and directors of the Company or any such controlling person and/or any such underwriter may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs, or expense arise out of or are based on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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, and the Holder will reimburse the Company, the officers and directors of the Company, any underwriter, and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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, 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 in a certificate by the Holder specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement), or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim, or damage at or prior to the time such furnishing is required by the Security Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the Indemnifying Party knew indemnity agreement contained in this Sub-Section 6.2 shall not apply to amounts paid in settlement of any such claim loss, damage, liability, or should have known action if such settlement is effected without the consent of the matterHolder, fact or circumstance giving rise as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of the Holder exceed the gross proceeds from the offering received by the Holder. 6.3 Promptly after receipt by an indemnified party pursuant to the Loss provisions of Section 6.1 or 6.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 6.1 or 6.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party shall only relieve it from any liability which it may have to any indemnified party to the extent that such indemnifying party has been damaged by such omission to notify 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and if in the reasonable judgment of the indemnified party there are separate defenses that are available to the indemnified party or there is a conflict of interest 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, at the expense of the indemnifying party, separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; provided, further, however, that if the Holder are the indemnified party, the Holder shall be entitled to one separate counsel at the expense of the Company and if underwriters are also indemnified parties who are entitled to counsel separate from the indemnifying party, then all underwriters as a group shall be entitled to one separate counsel at the expense of the Company. 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 Section 6.1 or 6.2 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 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 authorized 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 which 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. 6.4 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 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 was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable consideration appropriate under the circumstances. In no event shall any party that is claimedfound liable for fraudulent misrepresentation within the meaning of Section 1(f) of the Securities Act be entitled to contribution hereunder from any party not found so liable, and in no event shall any contribution from the Holder be more than the gross proceeds that it receives from the offering .

Indemnities. The O&M Contractor indemnifies Subject to the availability of funds for such purpose pursuant to the Priority of Payments, the Borrower agrees to indemnify, defend and holds save harmless each Indemnified Party, other than for the Project Company gross negligence, bad faith or willful misconduct of such Indemnified Party or any of its Related Parties, forthwith on demand, from and against any and all Losses losses, claims, damages, liabilities, costs and expenses (including all reasonable and documented attorneys’ fees and expenses, reasonable and documented expenses incurred by their respective credit recovery groups (or any successors thereto) and reasonable and documented expenses of settlement, litigation or preparation therefor) which any Indemnified Party may incur or which may be suffered asserted against any Indemnified Party by any Person (including any Obligor or any other Person whether on its own behalf or derivatively on behalf of the Borrower) arising from or incurred in connection with: (i) the characterization in any Monthly Report, Compliance Certificate or other statement made by any ▇▇▇▇▇▇▇▇ Party of any Receivable as an Eligible Receivable which was not an Eligible Receivable at the Project Company arising directly time of such characterization; (ii) any representation, warranty or indirectly out of, statement made or deemed made by any ▇▇▇▇▇▇▇▇ Party under or in connection with: bodily injury, sickness, disease with this Agreement or death any other Transaction Document or other document delivered by any ▇▇▇▇▇▇▇▇ Party or to be delivered by any ▇▇▇▇▇▇▇▇ Party in connection herewith or with any other Transaction Document being incorrect in any material respect when made or deemed made or delivered; (iii) the failure by any ▇▇▇▇▇▇▇▇ Party to comply in any material respect with any applicable Law with respect to any Receivable or any Related Security with respect thereto; or the failure of any person whatsoeverReceivable or any Related Security with respect thereto to conform to any such Law; (iv) the failure to vest and maintain in the Administrative Agent a valid and perfected security interest in each Receivable and all Related Security and Collections with respect thereto, free and clear of any other Lien other than Permitted Liens; or damage the failure of the Borrower to obtain and maintain legal and equitable title to the Receivables and all Related Security and Collections transferred or loss purported to be transferred to the Borrower under the Purchase and Sale Agreement, free and clear of any propertyLien other than Permitted Liens; (v) the failure to have filed, real or any delay in filing, financing statements, notices of assignment or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Receivable, the Related Security and Collections with respect thereto transferred or purported to be transferred to the Borrower by any Seller under the Purchase and Sale Agreement or in which a security interest is granted or purported to the Administrative Agent hereunder, and the proceeds of any thereof, whether at the Closing Date, the time of any Advance or at any subsequent time; (vi) any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that are subject to any Contract or Receivable; (vii) any dispute, claim, offset or defense (other than with respect Contractual Reductions and discharge in bankruptcy of the Obligor or arising from the financial inability of the Obligor to pay) of any Obligor to the Facilitypayment of any Receivable (including any defense based on such Receivable 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 or lease of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services, except to the extent that such Loss arises out dispute, claim, offset or defense results solely from any action or inaction on the part of any Lender or Agent; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the course grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any failure of any ▇▇▇▇▇▇▇▇ Party to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which it is a party; (x) any action or omission by reason any ▇▇▇▇▇▇▇▇ Party reducing or impairing the rights of any Lender or Agent under this Agreement, any other Transaction Document to which the acts Borrower is a party or omissions of the O&M Contractor in the performance any other instrument or non-performance of its obligations under document furnished pursuant hereto or thereto; or (xi) any investigation, litigation or proceeding related to or arising from this Agreement, any other Transaction Document to which any ▇▇▇▇▇▇▇▇ Party is a party or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement or the O&M Services, unless and use of proceeds of Advances pursuant to this Agreement or of the proceeds of purchases pursuant to the extent attributable Purchase and Sale Agreement, or the ownership of, or other interest in, any Receivable, Related Security of Collections; (xii) any attempt by any Person to void any negligence, wilful act, breach purchase of this Receivables or Related Security or Collections transferred or purported to be transferred to the Buyer under the Purchase and Sale Agreement under statutory provisions or common law or equitable action; or (xiii) any civil penalty or fine assessed by the Project CompanyOFAC against, and all reasonable and documented costs and expenses (including reasonable and documented counsel fees and disbursements) incurred in connection with the Supplier, the Installation Contractor defense thereof by any Financing Party as a result of conduct of any ▇▇▇▇▇▇▇▇ Party that violates a sanction administered or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred enforced by the O&M Contractor arising directly OFAC; provided that the Borrower shall not be obligated pursuant to this Section 9.02 to indemnify, defend, or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to save harmless any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise for or with respect to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notificationi) credit losses due to Defaulted Receivables, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings (ii) matters covered pursuant to Section 2.08 or claim and 2.09 hereof or (iii) any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedTaxes.

Indemnities. If any Registrable Shares are included in a registration statement pursuant to this Agreement: 5.1. The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, the Holder, any underwriter (as defined in the Securities Act) for the Holder, and each person, if any, who controls the Holder or such underwriter (collectively and individually referred to as the “Indemnified Party”), from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs, and expenses (including any amounts paid in any settlement effected with the Company’s consent, which consent will not be unreasonably withheld) to which such 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 are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented (including, in each case, all documents incorporated by reference therein, as such documents may have been updated by later dated documents), (ii) the omission or alleged omission to state therein a material fact required to be suffered stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rules or regulations promulgated thereunder, and the Company will reimburse each Indemnified Party, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out ofthem in connection with investigating, preparing to defend, or defending against, or appearing as a third-party witness in connection with: bodily injurywith such loss, sicknessclaim, disease damage, liability, action, or death of proceeding; provided, however, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and conformity with information furnished to the extent attributable to any negligence, wilful act, breach of this Agreement Company by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct in writing, specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; and provided, further, that the indemnity agreement contained in this Section 5.1 shall not apply to amounts paid in settlement of any such proceedings claim, loss, damage, liability, or claim and any negotiations for action if such settlement is effected without the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) Company’s consent, which consent will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party, and regardless of any sale in connection with such offering by the Holder. Such indemnity shall survive the transfer of securities by the Holder. 5.2. The Holder will indemnify and hold harmless, to the fullest extent permitted by law, the Company, the Company, its officers, directors, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter (collectively and individually, the “Indemnifiable Parties”), from and against any and all losses, damages, claims, liabilities, costs, or expenses (including any amount paid in any settlement effected with the Holder’s consent, which consent will not be unreasonably withheld) to any Indemnifiable 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 expense arise out of or are based on (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, including, in each case, all documents incorporated by reason reference therein, as such documents may have been updated by later dated documents, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the fact circumstances in which they are made, not misleading, and the Holder will reimburse each Indemnifiable Party, promptly upon demand, for any reasonable legal or other expenses incurred by such Indemnifiable Party in connection with investigating, preparing to defend, or defending against, or appearing as a third-party witness in connection with such loss, claim, damage, 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 conformity with written information furnished by the Holder specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement), or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective in the final prospectus, such indemnity agreement shall not inure to the benefit of (a) the Company, and (b) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim, or damage at or prior to the time such furnishing is required by the Security Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the Indemnifying Party knew indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such claim loss, damage, liability, or should have known action if such settlement is effected without the consent of the matterHolder, fact or circumstance giving rise as the case may be, which consent shall not be unreasonably withheld; and provided, further, that the maximum amount of liability in respect of such indemnification shall be limited, in the case of the Holder, to an amount equal to the Loss net proceeds actually received by the Holder from the sale of Registrable Shares sold pursuant to such registration. 5.3. Promptly after receipt by an Indemnified and/or Indemnifiable Party pursuant to the provisions of Section 5.1 or 5.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such Indemnified and/or Indemnifiable Party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 5.1 or 5.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party shall only relieve it from any liability which it may have to any Indemnified and/or Indemnifiable Party to the extent that such indemnifying party has been damaged by such omission to notify hereunder. In case such action is brought against any Indemnified and/or Indemnifiable 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 defense thereof with counsel reasonably satisfactory to such Indemnified or Indemnifiable Party; provided, however, that if the defendants in any action include both the Indemnified or Indemnifiable Party and the indemnifying party and if in the reasonable judgment of the Indemnified or Indemnifiable party there are separate defenses that are available to the Indemnified or Indemnifiable party or there is a conflict of interest which would prevent counsel for the indemnifying party from also representing the Indemnified or Indemnifiable party, the Indemnified or Indemnifiable Party(ies) shall have the right to select, at the expense of the indemnifying party, separate counsel to participate in the defense of such action; provided, further, however, that if the Holder is the Indemnified Party, the Holder shall be entitled to one (1) separate counsel at the expense of the Company and if underwriters are also Indemnified parties who are entitled to counsel separate from the indemnifying party, then all underwriters as a group shall be entitled to one (1) separate counsel at the expense of the Company. After notice from the indemnifying party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified or Indemnifiable Party pursuant to the provisions of said Section 5.1 or 5.2 above for any legal or other expense subsequently incurred by such Indemnified or Indemnifiable Party in connection with the defense thereof, unless (i) the Indemnified or Indemnifiable 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 or Indemnifiable Party to represent the same within a reasonable time after the notice of the commencement of the action and within fifteen (15) days after written notice of the Indemnified or Indemnifiable Party’s intention to employ separate counsel pursuant to the previous sentence, (iii) the indemnifying party has authorized the employment of counsel for the Indemnified or Indemnifiable Party at the expense of the indemnifying party, or (iv) the indemnifying party has authorized the employment of counsel but such party or counsel fails to vigorously defend the action. No indemnifying party will consent to entry of any judgment or enter into any settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified or Indemnifiable Party of a release from all liability in respect to such claim or litigation. 5.4. 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 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 right to indemnification was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable consideration appropriate under the circumstances. In no event shall any party that is claimedfound liable for fraudulent misrepresentation within the meaning of Section 1(f) of the Securities Act be entitled to contribution hereunder from any party not found so liable.

Indemnities. Whether or not the transactions contemplated hereby shall be consummated: (a) The O&M Contractor indemnifies Borrowers shall pay, indemnify, and holds hold the Bank and each of its officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") harmless the Project Company from and against any and all Losses which may be suffered liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or incurred by disbursements (including reasonable counsel fees, including the Project Company arising directly or indirectly out of, or in connection with: bodily injury, sickness, disease or death allocated cost of staff counsel) of any person whatsoever; kind or damage to or loss of any property, real or personal (other than nature whatsoever with respect to the Facilityexecution, delivery, enforcement, performance and administration of this Agreement and any other Loan Document, or the transactions contemplated hereby and thereby, and with respect to any 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 Indemnified Person with respect to Indemnified Liabilities arising from the or gross negligence or willful misconduct of such Indemnified Person, and, provided, further, no Borrower shall have any indemnity obligation to the extent that such Loss arises out of or in the course of or by reason Bank under this Section 11.05(a) with respect to Indemnified Liabilities arising as a result of the acts or omissions failure of the O&M Contractor Bank to make an Advance notwithstanding the full satisfaction of the conditions precedent contained in Section 5.02. (b) The obligations in this Section 11.05 shall survive payment of all other Obligations. At the performance election of the Borrowers, one or non-performance more Borrowers shall defend such Indemnified Person using legal counsel satisfactory to such Indemnified Person in such Person's sole discretion, at the sole cost and expense of its obligations the Borrowers, provided that no conflict between the interests of the Bank and such Borrowers exists with respect to the Indemnified Liabilities, and provided, further that no Borrower may settle any Indemnified Liability without the Bank's consent (which consent shall not be unreasonably withheld or delayed). All amounts owing under this Section 11.05 shall be paid within 30 days after demand. (c) 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 be converted from the O&M Servicescurrency (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, unless 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 extent attributable rate of exchange used to convert the amount in question from the first currency into the second currency and (b) 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 second currency in satisfaction, in whole or in part, of any negligencesuch order, wilful actjudgment, breach claim or proof. The foregoing indemnity shall constitute a separate obligation of this Agreement by each Credit Party distinct from its other obligations hereunder and shall survive the Project Company, the Supplier, the Installation Contractor giving or making of any judgment or order in relation to all or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedobligations.

Indemnities. In the event of any registered offering of Registrable Securities pursuant to this Section 2 or Section 3: 2.8.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, each Holder, any underwriter of such Holder, each person, if any, who controls the Holder or such underwriter and each of the foregoing person’s respective officers, directors, employees, partners, members, attorneys, advisors, agents or other representatives (a “Holder Indemnified Party”), from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which any such Holder Indemnified Party may be suffered become subject under applicable law or incurred by the Project Company arising directly otherwise, insofar as such losses, damages, claims, liabilities (or indirectly out of, actions or proceedings in connection with: bodily injury, sickness, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facilitythereof), to the extent that such Loss arises costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the course of Registration Statement or by reason included in the prospectus, as amended or supplemented (ii) the omission or 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 acts circumstances in which they are made, not misleading and the Company will reimburse such Holder Indemnified Party promptly upon demand, for any reasonable documented, out-of-pocket legal or omissions any 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 or (iii) any violation of alleged violation by the Company of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project CompanySecurities Act, the Supplier, the Installation Contractor Exchange Act or any of their respective Representatives. The Project Company indemnifies and holds harmless state securities law or any rule or regulation thereunder, in connection with the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and ; provided that the Company will not be liable to any Holder Indemnified Party in any such case to the extent attributable that any 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 claiming for indemnification in writing specifically for inclusion therein; provided, further, that the indemnity agreement contained in this subsection 2.8.1 shall not apply to amounts paid in settlement of any negligencesuch claim, wilful actloss, breach damage, liability or action if such settlement is effected without the consent of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") Company, which consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected unreasonably withheld, conditioned or deemed waived by reason 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. 2.8.2 Each Holder participating in a registration hereunder will furnish to the Company in writing any information regarding such Holder and his or by reason her intended method of distribution of Registrable Securities as the Company may reasonably request and will indemnify and hold harmless the Company, any underwriter for the Company, any other person participating in the distribution, each person, if any, who controls the Company, such underwriter 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 and all losses, damages, claims, liabilities, costs or expenses (including any 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, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact that contained in the Indemnifying Party knew Registration Statement or should have known 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 mattercircumstances in which they were made, fact or circumstance giving rise not misleading, but, in each case, only to the Loss extent of such information relating to such Holder and provided in writing by such Holder, and each such Holder will reimburse such Company Indemnified Party promptly upon demand, for any reasonable legal or 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 subsection 2.8.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 2.8.3 Promptly after receipt by an indemnified party pursuant to the provisions of Sections 2.8.1 or 2.8.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 2.8.1 or 2.8.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability 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 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 Sections 2.8.1 or 2.8.2 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 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 authorized 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. 2.8.4 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 claimedappropriate 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. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 2.8.5 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 Section 2.8 from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnities. The O&M Contractor indemnifies 8.1 Subject to clause 9 and holds harmless the Project Company from to compliance by Customer with clause 8.3, IHS Markit shall indemnify Customer against each loss, liability and against all Losses which may be suffered cost (including reasonable legal costs and attorneys’ fees) that Customer incurs or incurred by the Project Company becomes liable for arising directly or indirectly out of, of a claim of infringement of an Intellectual Property Right howsoever arising as a result of or in connection with: bodily injurywith the use of the Outputs and any other Deliverables or any part of them by the Customer in accordance with this Agreement (including, sicknesswithout limitation, disease each loss, liability and cost incurred as a result of defending or death settling such claim). 8.2 Subject to clause 9 and to compliance by IHS Markit with clause 8.3, Customer shall indemnify IHS Markit against each loss, liability and cost (including reasonable legal costs and attorneys’ fees) that IHS Markit incurs or becomes liable for arising out of a claim of (a) infringement of an Intellectual Property Right howsoever arising as a result of or in connection with the receipt or use of the Customer Data or any part of it in accordance with this Agreement (including, without limitation, each loss, liability and cost incurred as a result of defending or settling such claim); or (b) by a third party in connection with any third party's access or use of any person whatsoever; of the Services (or damage any data forming part of the Services) permitted or suffered by Customer or its Affiliates (excluding claims covered under 8.2(a)). 8.3 If a party (“Indemnified”) becomes aware of a matter which might give rise to a claim against it as contemplated under clause 8.1 or loss 8.2: (a) the Indemnified shall promptly notify the other party (“Indemnifier”) of any property, real or personal (other than the matter and consult with the Indemnifier with respect to the Facility)matter; provided, any failure by the Indemnified to provide such notice will not relieve the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance Indemnifier of its indemnification obligations under this Agreement or the O&M Services, unless and except to the extent attributable the Indemnifier can demonstrate actual, material prejudice to any negligenceits ability to mount a defence as a result of such failure. (b) the Indemnified shall provide to the Indemnifier and its advisors reasonable access to premises and personnel and to all relevant assets, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor documents and records that it possesses or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which controls as may be suffered necessary or expedient in order for the Indemnifier to properly deal with such claim; (c) the Indemnified shall: (i) take any action and institute any proceedings, and give any information and assistance the Indemnifier may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter, or enforce against a person (other than the Indemnified) Indemnifier’s rights in relation to the matter; and (ii) if the Indemnifier so requests, allow the Indemnifier the exclusive conduct of the proceedings, in each case provided that the Indemnifier shall indemnify the Indemnified for all reasonable costs incurred by as a result of such request or choice, and the O&M Contractor arising directly or indirectly out Indemnified may retain its own counsel at the reasonable cost of or the Indemnifier in the event of a bona fide conflict of interest in relation to the indemnified matter where the Indemnifier assumes exclusive conduct of the proceedings as aforesaid. (d) The Indemnified shall not admit liability in respect of bodily injury, sickness, disease or death, to settle the extent that such Loss arises out of or in matter nor otherwise knowingly prejudice the course of or by reason defence of the acts claim without first obtaining the Indemnifier’s written consent (not to be unreasonably withheld or omissions of delayed). 8.4 Notwithstanding the Project Company indemnities in the performance or non-performance of its obligations under this Agreementclause 8, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which shall be obliged to mitigate such losses as it may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt incur in respect of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedindemnified matters.

Indemnities. The O&M Contractor indemnifies 12.1 SutroVax agrees to indemnify and holds hold harmless Sutro and its Affiliates and Sublicensees, and their respective agents, directors, officers and employees and their respective successors and assigns (the Project Company “Sutro Indemnitees”) from and against all Losses which may be suffered any Third Party claim, suit, demand, investigation or incurred proceeding brought by a Third Party (each a “Claim”) based on (a) the Project Company arising development, use, manufacture, distribution or sale of any Vaccine Composition, including, but not limited to, [***], injury, damage, death or other consequence occurring to any person claimed to result, directly or indirectly out 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 connection with: bodily injurywhich any such claim is made, sickness, disease or death (b) any breach of any person whatsoever; representation, warranty, covenant or damage to or loss obligation of any property, real or personal (other than with respect to the Facility), SutroVax in this Agreement. This indemnification shall not apply to the extent that such Loss arises out the relevant Claim is due to the negligence or willful misconduct of a Sutro Indemnitee or in the course a material breach of or by reason any of the acts or omissions of the O&M Contractor in the performance or non-performance of its Sutro’s representations, warranties, covenants and/or obligations under this Agreement or any supply agreement between the O&M ServicesParties as contemplated hereunder. 12.2 Sutro agrees to indemnify and hold harmless SutroVax and its Affiliates, unless and to the extent attributable to any negligenceSublicensees, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of and their respective Representatives. The Project Company indemnifies agents, directors, officers and holds harmless employees and their respective successors and assigns (the O&M Contractor “SutroVax Indemnitees”) from and against all Losses which may be suffered any Claim any breach of any representation, warranty, covenant or incurred by the O&M Contractor arising directly or indirectly out obligation of or Sutro in respect of bodily injury, sickness, disease or death, this Agreement. This indemnification shall not apply to the extent that such Loss arises out the relevant Claim is due to the negligence or willful misconduct of a SutroVax Indemnitee or in the course a material breach of or by reason any of the acts or omissions of the Project Company in the performance or non-performance of its SutroVax’s representations, warranties, covenants 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, unless suits or service of process; the tender by the indemnitee to the indemnitor of full control over the conduct and disposition of any claim, demand or suit; and reasonable cooperation by the indemnitee in the defense of the claim, demand or suit. No indemnitor will be bound by or liable with respect to any 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 proceeding hereunder. The indemnitee shall pay for its own counsel except to the extent attributable it is determined that (a) one or more legal defenses may be available to it which are different from or additional to those available to the indemnitor, or (b) representation of two Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In any negligencesuch case and to such extent, wilful act, breach the indemnitor shall be responsible to pay for the reasonable costs and expenses of the Agreement separate counsel retained to participate in the defense of the indemnitee, provided that such expenses are otherwise among those covered by the O&M Contractor indemnitor’s indemnity agreement hereunder. 12.4 At such time as any Vaccine Composition is being commercially distributed or an O&M Contractor Representativesold 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. Each Party (SutroVax will, following Sutro’s reasonable request from time to time, present evidence to Sutro that the "Indemnified Party") coverage is being maintained in accordance with the foregoing. In addition, SutroVax shall as soon as reasonably practicable on becoming aware give Sutro, or require that its insurers agree to give Sutro, at least [***] days ‘ prior written notice of any material change in or cancellation of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedinsurance coverage.

Indemnities. The O&M Contractor indemnifies (a) Lender hereby agrees to indemnify and holds hold harmless the Project Company Borrower and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or incurred by the Project Company arising entity directly or indirectly out arising from, by reason of, or in connection with: bodily injury, sickness, disease or death (i) any breach by Lender of any person whatsoever; of its representations or damage to warranties contained in Section 9 or loss (ii) any breach by Lender of any property, real or personal (other than with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under covenants or agreements in this Agreement or the O&M ServicesAgreement. (b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, unless present and to the extent attributable to any negligencefuture directors, wilful actofficers, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies employees and holds harmless the O&M Contractor other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses, including without limitation any of the foregoing incurred pursuant to indemnification or other provisions of other agreements, incurred or suffered by any such person or incurred by the O&M Contractor arising entity directly or indirectly out of arising from, by reason of, or in respect connection with (i) any breach by Borrower of bodily injury, sickness, disease any of its representations or death, warranties contained in Section 9 or (ii) any breach by Borrower of any of its covenants or agreements in this Agreement. (c) In case any claim or litigation which might give rise to any obligation of a party under this Section 14 (each an “Indemnifying Party”) shall come to the extent that such Loss arises out of or in the course of or by reason attention of the acts or omissions party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the Project Company in existence and amount thereof; provided that the performance or non-performance failure of its obligations the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, unless and except to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor RepresentativeIndemnifying Party is materially prejudiced thereby. Each The Indemnifying Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, promptly notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on in writing if it accepts such claim or litigation as being within its indemnification obligations under this Section 14. Such response shall be delivered no later than 30 days after the part of initial notification from the Indemnified Party; provided that, if the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of reasonably cannot respond to such notificationnotice within 30 days, the Indemnifying Party may shall respond to the Indemnified Party as soon thereafter as reasonably possible. (d) An Indemnifying Party shall be entitled to participate in and, if (i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its own cost and in consultation with the Indemnified Partyexpense, conduct but such proceedings or claim and any negotiations for the settlement thereof in the name of defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. A right to indemnification An Indemnified Party shall not make any settlement of any claim or litigation under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf Section 14 without the written consent of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedParty.

Indemnities. If any Registrable Shares are included in a registration statement pursuant to this Agreement: 6.1. The O&M Contractor indemnifies Company will indemnify and holds harmless the Project Company from and against all Losses which may be suffered or incurred by the Project Company arising directly or indirectly out of, or in connection with: bodily injury, sickness, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility)hold harmless, to the fullest extent that such Loss arises out of or permitted by law, each Holder, any underwriter (as defined in the course of Securities Act) for such Holder, and each person, if any, who controls such Holder or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless such underwriter (collectively and individually referred to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (as the "Indemnified Party"), from and against any and all losses, damages, claims, liabilities, joint or several, costs, and expenses (including any amounts paid in any settlement effected with the Company’s consent, which consent will not be unreasonably withheld) shall to which such Indemnified Party may become subject under applicable law or otherwise, insofar as soon such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs, or expenses arise out of are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as reasonably practicable on becoming aware amended or supplemented (including, in each case, all documents incorporated by reference therein, as such documents may have been updated by later dated documents), or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the samecircumstances in which they are made, notify not misleading or (iii) any violation or alleged violation by the other Party Company of the Securities Act or the Securities and Exchange Act of 1934, as amended (the "Indemnifying Exchange Act"), or any rules or regulations promulgated thereunder, and the Company will reimburse each Indemnified Party") , promptly upon demand, for any reasonable legal or any 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; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost, or expense arises solely out of any proceedings or claim brought is based solely upon an untrue statement or alleged untrue statement, or omission or alleged omission, so made against in conformity with information furnished to the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with Company by the Indemnified Party, conduct in writing, specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; and provided, further, that the indemnity agreement contained in this Section 6.1 shall not apply to amounts paid in settlement of any such proceedings claim, loss, damage, liability, or claim and any negotiations for action if such settlement is effected without the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) Company’s consent, which consent will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party, and regardless of any sale in connection with such offering by such Holder. Such indemnity shall survive the transfer of securities by a Holder. 6.2. Each Holder participating in a registration hereunder will indemnify and hold harmless the Company its Executive Officers, Directors, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter (collectively and individually, the "Indemnifiable Parties"), from and against any and all losses, damages, claims, liabilities, costs, or expenses (including any amount paid in any settlement effected with such Holder’s consent, which consent will not be unreasonably withheld) to any Indemnifiable 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 expense arise out of or are based on (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented (including, in each case, all documents incorporated by reason reference therein, as such documents may have been updated by later dated documents), or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the fact circumstances in which they are made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or the Securities and Exchange Act, or any rules or regulations promulgated thereunder and such Holder will reimburse each Indemnifiable Party, promptly upon demand, for any reasonable legal or other expenses incurred by such Indemnifiable Party in connection with investigating, preparing to defend, or defending against, or appearing as a third-party witness in connection with such loss, claim, damage, 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 conformity with written information furnished by such Holder specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement), or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company, and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim, or damage at or prior to the time such furnishing is required by the Security Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimed.indemnity agreement contained in this

Indemnities. The O&M Contractor indemnifies (a) Manager shall indemnify and holds hold harmless the Project Company Owner and its Affiliates and their respective partners, shareholders, directors, officers, employees and agents from and against any and all Losses liability, loss, damages, costs and expenses (“Liabilities”) incurred by reason of the management and operation of the Project by Manager during the Term insofar and only insofar as such Liabilities are caused by the gross negligence or willful misconduct of the Executive Personnel. Project employees other than the Executive Personnel shall not be deemed to be employees or agents of, or otherwise acting on behalf of, Manager. (b) Owner shall indemnify and hold harmless Manager and its shareholders and Affiliates and their respective partners, shareholders, directors, officers, employees and agents from and against any and all Liabilities (including those caused by the simple negligence of the indemnitee and those as to which the indemnitee may be strictly liable) (i) arising out of or incurred in connection with the construction, renovation, management or operation of the Project or (ii) which may be suffered asserted or arise as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from the Project of any Hazardous Materials or any Hazardous Materials Contamination or arise out of or result from the environmental condition of the Project or the applicability of any Legal Requirements relating to Hazardous Materials, except, in the case of both (i) and (ii) above, those Liabilities caused by the gross negligence or willful misconduct of the Executive Personnel during the Term. Owner shall in no event be required to indemnify any individual indemnitee from and against Liabilities that are directly caused by his, her or its own gross negligence or willful misconduct. (c) In case an action covered by this Section 8.4 is brought against any indemnified party, the indemnifying party will be entitled to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the Project Company arising directly or indirectly out of, or such indemnified party in connection with: bodily injurywith the defense thereof. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, sicknessbut the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that the fees and expenses of the indemnified party’s counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been, disease specifically, authorized in writing by the indemnifying party or death (ii) such indemnified party shall have been advised by counsel that there is a conflict of interest or issue conflict involved in the representation by counsel employed by the indemnifying party in the defense of such action on behalf of the indemnified party or that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any person whatsoever; one such action or damage to separate but substantially similar or loss related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the indemnified party, which firm shall be designated in writing by the indemnified party). (d) Notwithstanding any propertycontrary provision of this Section 8.4, real or personal (Owner and Manager agree for the benefit of each other than that, with respect to Liabilities covered by this Section, they will look for recovery first to the Facility)appropriate insurance coverages in effect pursuant to this Agreement, regardless of the cause of such Liabilities. Any payment by Owner pursuant to this Section shall be treated as an operating expense of the Project to the extent that such Loss arises out of or in the course of or by reason basis of the acts Liabilities with respect to which the payment is made is an expense that would qualify as such under the Uniform System of Accounts. Such payments by Owner otherwise shall be a cost of operating the Hotel, which shall be payable from the Operating Account (or omissions if there are not sufficient funds available therein, by Owner) but shall not constitute a deduction in calculating Net Operating Income for purposes of determining the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach Incentive Fee payable hereunder. (e) The provisions of this Agreement by the Project Company, the Supplier, the Installation Contractor Section shall survive any termination or any expiration of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless whether by lapse of time or otherwise, and to shall be binding upon the extent attributable to parties hereto and their respective successors and assigns and shall not impair any negligence, wilful act, breach remedy either party has for an event of the Agreement default by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedparty hereunder.

Indemnities. In the event of any registered offering of Ordinary Stock pursuant to this Section 3: 3.8.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Holder and any underwriter for such Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which the Holder or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered 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 the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 in writing by such Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the course indemnity agreement contained in this subsection 3.8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party selling shareholder, the underwriter or by reason any controlling person of the selling shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling shareholder. Such indemnity shall survive the transfer of securities by a selling shareholder. 3.8.2 Each Holder participating in a registration hereunder, severally and not jointly, will indemnify and hold harmless the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which the Company or any such controlling person and/or any such underwriter 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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, and each such Holder will reimburse the Company, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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 is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the Indemnifying Party knew indemnity agreement contained in this subsection 3.8.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or should have known action if such settlement is effected without the consent of the matterHolders, fact or circumstance giving rise as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 3.8.3 Promptly after receipt by an indemnified party pursuant to the Loss provisions of Sections 3.8.1 or 3.8.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 3.8.1 or 3.8.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and 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 Sections 3.8.1 or 3.8.2 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 authorized 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 that 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. 3.8.4 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 as more fully set forth in an underwriting agreement to be executed in connection with such registration. In determining the amount of contribution to which indemnification is claimedthe 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.

Indemnities. The O&M Contractor indemnifies (a) Lender hereby agrees to indemnify and holds hold harmless the Project Company Borrower and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses (and losses relating to Borrower’s market activities as a consequence of becoming, or of the risk of becoming, subject to Section 16(b) under the Exchange Act, 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 incurred by the Project Company arising entity directly or indirectly out arising from, by reason of, or in connection with: bodily injury, sickness, disease or death (i) any breach by Lender of any person whatsoever; of its representations or damage to warranties contained in Section 7 or loss (ii) any breach by Lender of any property, real or personal (other than with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under covenants or agreements in this Agreement or the O&M ServicesAgreement. (b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, unless present and to the extent attributable to any negligencefuture directors, wilful actofficers, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies employees and holds harmless the O&M Contractor other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or incurred by the O&M Contractor arising entity directly or indirectly out of arising from, by reason of, or in respect connection with (i) any breach by Borrower of bodily injury, sickness, disease any of its representations or death, warranties contained in Section 7 or (ii) any breach by Borrower of any of its covenants or agreements in this Agreement. (c) In case any claim or litigation which might give rise to any obligation of a party under this Section 10 (each an “Indemnifying Party”) shall come to the extent that such Loss arises out of or in the course of or by reason attention of the acts or omissions party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the Project Company in existence and amount thereof; provided that the performance or non-performance failure of its obligations the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, unless and except to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor RepresentativeIndemnifying Party is materially prejudiced thereby. Each The Indemnifying Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, promptly notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on in writing if it accepts such claim or litigation as being within its indemnification obligations under this Section 10. Such response shall be delivered no later than 30 days after the part of initial notification from the Indemnified Party; provided that, if the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of reasonably cannot respond to such notificationnotice within 30 days, the Indemnifying Party may shall respond to the Indemnified Party as soon thereafter as reasonably possible. (d) An Indemnifying Party shall be entitled to participate in and, if (i) in the good faith judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its own cost and in consultation with the Indemnified Partyexpense, conduct but such proceedings or claim and any negotiations for the settlement thereof in the name of defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. A right to indemnification An Indemnified Party shall not make any settlement of any claim or litigation under this Clause Section 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf without the written consent of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedParty.

Indemnities. In the event of any registered offering of Ordinary Shares pursuant to this Section 2: 2.9.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Holder and any underwriter (as defined in the Securities Act) for such Holder, and each person, if any, who controls (within the meaning of the Securities Act) the Holder or such underwriter, and directors, officers, employees and agents of any of them (each, an “Indemnified Person”) from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which such Indemnified Person 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) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in the Registration Statement or included in any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto; (ii) the omission or alleged omission to state therein a material fact required to be suffered stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading; or (iii) any violation by the Company of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder in connection with the registration. The Company will reimburse each such Indemnified Person, promptly upon demand, for any reasonable legal or attorney’s fees or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that the Company will not be liable to any person whatsoever; or damage to or loss of Indemnified Person in any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 in writing by such Indemnified Person specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the course indemnity agreement contained in this subsection 2.8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected unreasonably withheld, conditioned or deemed waived by reason delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party Holder, the underwriter or by reason any controlling person of the Holder or the underwriter, and regardless of any sale in connection with such offering by the Holder. Such indemnity shall survive the transfer of securities by a Holder. 2.9.2 Each Holder participating in a registration hereunder will indemnify and hold harmless the Company, each other Holder participating in such registration, any underwriter (as defined in the Securities Act) for the Company, or for any such other Holder, and each person, if any, who controls (within the meaning of the Securities Act) the Company or such underwriter or such other Holder, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which the Company or any such controlling person and/or any such underwriter and/or such other Holder 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 on: (i) any untrue or alleged untrue statement of any material fact contained, on the effective date thereof, in any Registration Statement under which shares were registered under the Securities Act at the request of such Holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto; 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, and each such Holder will reimburse the Company, each other Holder participating in such registration, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or attorney’s fees or 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 conformity with written information furnished by such Holder specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the Indemnifying Party knew indemnity agreement contained in this subsection 2.9.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or should have known action if such settlement is effected without the consent of the matterHolders, fact as the case may be, which consent shall not be unreasonably withheld, conditioned or circumstance giving rise delayed. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 2.9.3 Promptly after receipt by an indemnified party pursuant to the Loss provisions of Sections 2.9.1 or 2.9.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 2.9.1 or 2.9.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and there is or is reasonably expected to be 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 Sections 2.9.1 or 2.9.2 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 as soon as practicable 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 authorized 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 which 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. 2.9.4 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 claimedappropriate 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. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 2.9.5 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 indemnification or contribution pursuant to this Section 2.9 from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnities. In the event of any registered offering of Ordinary Shares of the Company pursuant to this Agreement: a. The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, the Investor, the directors, officers, partners, employees, agents, representatives or and each person, if any, who controls the Investor (each an “Indemnitee”) from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which an Indemnitee 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the final prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered 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 an Indemnitee, promptly upon demand, for any reasonable legal or any 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; provided, however, that the Project Company arising directly will not be liable in any such case to the extent that any such loss, damage, liability, cost or indirectly expense arises out ofof or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by such Indemnitee; provided, further, that the indemnity agreement contained in this subsection 5(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld. b. The Investor will indemnify and hold harmless the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which the Company or any such controlling person and/or any such underwriter 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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, and the Investor will reimburse the Company, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death 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 the Investor specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the 1933 Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any person whatsoeverof its due diligence obligations; or damage provided, further, that the indemnity agreement contained in this subsection 5(b) shall not apply to or loss amounts paid in settlement of any propertysuch claim, real loss, damage, liability or personal (other than with respect action if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld. c. Promptly after receipt by an indemnified party pursuant to the Facilityprovisions of Sections 5(a) or 5(b) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 5(a) or 5(b), promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. 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 defense thereof with counsel reasonably satisfactory to such Loss arises out indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and 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 course defense of such action on behalf of such indemnified party or by reason of parties. After notice from the acts or omissions of the O&M Contractor in the performance or non-performance indemnifying party to such indemnified party of its obligations under this Agreement or election so to assume the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Companydefense thereof, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) indemnifying party will not be affected liable to such indemnified party pursuant to the provisions of said Sections 5(a) or deemed waived 5(b) for any legal or other expense subsequently incurred by reason 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 authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to entry of any investigation made judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or on behalf plaintiff to such indemnified party of the Indemnified Party a release from all liability in respect to such claim or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedlitigation.

Indemnities. The O&M Contractor indemnifies STATION and holds AGENCY shall indemnify, defend and hold harmless the Project Company other party, its affiliates, their respective officers, directors, employees, agents and representatives and the successors and assigns of any of them (the “Indemnified Party”), from and against against, and reimburse them for, all Losses which may be suffered or incurred by the Project Company arising directly or indirectly out ofclaims, or in connection with: bodily injurydamages, sicknesscosts and expenses, disease or death of any person whatsoever; or damage to or loss of any propertyincluding, real or personal (other than with respect to the Facility)without limitation, interest, penalties, court costs and reasonable attorneys’ fees and expenses, to the extent that such Loss arises arising out of or resulting from (a) any breach by the indemnifying party of any representation, warranty, covenant, obligation or other agreement contained in the course of or by reason this contract; (b) any failure of the acts indemnifying party to comply with any applicable laws, statutes, ordinances or omissions regulations; (c) any act, omission or negligence of the O&M Contractor in the performance indemnifying party, including its employees, agents, contractors or non-performance of its obligations under this Agreement invitees; and/or (d) any claim for personal injury or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor property damage or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable otherwise brought on becoming aware of the same, notify the other Party (the "Indemnifying Party") behalf of any proceedings third-party person, firm or claim brought or made corporation against the Indemnified Party which may give rise as a result of or in connection with services provided by the indemnifying party. Without limiting AGENCY’s obligations as provided above in this paragraph, AGENCY’s indemnities shall extend to liability on claims against any STATION Indemnified Party resulting from or related to (y) any AGENCY Material, including, without limitation, claims alleging infringement of intellectual property rights, defamation or violation of privacy or publicity rights or promotion of products or services that violate applicable laws, rules or regulations; and (z) the part broadcasting hereunder of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notificationAGENCY Material containing music, the Indemnifying Party may at its own cost and in consultation with performing rights to which are not controlled by the Indemnified Party, conduct such proceedings or claim and any negotiations for PROs. The indemnified party will promptly notify the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason indemnifying party of any investigation made by claim or on behalf litigation to which the indemnity set forth herein applies. STATION may assume the defense of any such claim or litigation against AGENCY and STATION may require AGENCY to assume the Indemnified Party defense of any such claim or by reason of litigation against STATION, in which event the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise indemnifying party’s obligation with respect thereto shall be limited to the Loss for which indemnification is claimedpayment of any judgment or settlement approved by the indemnifying party. The provisions of this paragraph shall survive the termination or expiration of this contract.

Indemnities. The O&M Contractor indemnifies and holds harmless the Project Company Without limiting any other rights which any Indemnified Party may have hereunder or under applicable Law, MPROD hereby agrees to indemnify each Indemnified Party from and against any and all Losses which may be suffered or incurred by claims, damages, losses, liabilities and out of pocket expenses (including reasonable fees and disbursements of counsel) (all of the Project Company foregoing being collectively referred to as “Indemnified Amounts”) arising directly or indirectly out of, or relating to, or in connection with: bodily injury, sickness, disease (1) any representation or death of any person whatsoever; or damage to or loss of any property, real or personal warranty made by MPROD (other than with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless its Responsible Officers) under this Agreement, the O&M Contractor from and against all Losses Master Distributor Security Agreement or any supplement thereto, any Distribution Agreement, any Completion Bond or any agreement related to a Co-Financing Transaction which may be suffered shall have been incorrect in any material respect when made, without giving effect to any clauses therein relating to materiality or incurred by the O&M Contractor arising directly Material Adverse Effect, (2) a failure of MPROD to perform or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of observe its obligations under this Agreement, unless the Master Distributor Security Agreement or any supplement thereto, any Distribution Agreement, any Completion Bond or any agreement related to a Co-Financing Transaction, without giving effect to any clauses therein relating to materiality or Material Adverse Effect, (3) any action by MPROD in contravention of this Agreement, or failure to act by MPROD in accordance with the requirements of this Agreement that would result in the failure to vest and maintain in favor of MVL, legal and equitable title to, and ownership of, the Film Rights for each Completed Film, free and clear of any Adverse Claim, (4) any action by MPROD that would result in the failure to vest and maintain in MVL a first priority perfected security interest in any of the Collateral under the Master Distributor Security Agreement, free and clear of any Adverse Claim other than Permitted Liens, (5) the failure of MPROD to remit Gross Receipts received by it pursuant to Section 3(f)(B) to the Collection Account as required herein, (6) the failure by MPROD to comply with any applicable Law, (7) any failure of MPROD to pay when due any Taxes owed by it, or (8) the commingling of amounts received in respect of Gross Receipts with other funds of any Marvel Company. Without limiting or being limited by the foregoing, MPROD agrees to pay, on demand, to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from: (i) any dispute, claim, offset or defense of a Subdistributor to the payment of any amounts owing under a Subdistributor Agreement to the extent attributable arising out of any breach by MPROD of a material obligation under such Subdistributor Agreement; or (ii) any investigation by a third party, litigation or proceeding related to any negligenceof the matters referred to above in this Section 11 or any investigation by a third party, wilful litigation or proceeding with respect to any action, or failure to act, breach by MPROD under any of the Agreement by Transaction Documents or Completion Bonds to which it is a party. Notwithstanding anything in this Section 11 to the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") contrary, MPROD shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of have no obligation to indemnify any proceedings or claim brought or made against the Indemnified Party which may give rise under this Section 11 in respect of Indemnified Amounts to liability the extent resulting from the gross negligence or willful misconduct on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimed.

Indemnities. (a) The O&M Contractor indemnifies Borrower shall indemnify and holds hold harmless the Project Company from Lender and against all Losses which may be suffered or incurred by the Project Company arising directly or indirectly out of, or in connection with: bodily injury, sickness, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason its affiliates and each of the acts or omissions respective officers, directors, employees, agents, advisors, attorneys and representatives of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Serviceseach (each, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware from and against any and all claims, damages, losses liabilities and expenses (including, without limitation, reasonable fees and disbursements of the samecounsel), notify the other Party (the "Indemnifying Party") of joint or several, that may be incurred by or asserted or awarded against any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings in each case arising out of or claim and in connection with or relating to any negotiations for investigation, litigation or proceeding or the settlement thereof preparation of any defense with respect thereto, arising out of or in connection with or relating to the name Term Loans, the Loan Documents (excluding the Warrants) or the transactions contemplated thereby, or any use made or proposed to be made with the proceeds of the Term Loans, whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its shareholders or creditors, an Indemnified Party or any other person, or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage loss, liability or expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. A right No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to indemnification under this Clause 10 the Borrower or any of its shareholders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final non-appealable judgement by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In no event, however, shall any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages and the Borrower hereby waives, releases and agrees (Indemnities) will not be affected or deemed waived by reason of any investigation made by or for itself and on behalf of the Indemnified Party its Subsidiaries) not to sue ▇▇▇n any such claim for any such damages, whether or by reason not accrued and whether or not known or suspected to exist in its favor. (b) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 9.4) or any other Loan Document shall (i) survive payment in full of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise Obligations and (ii) inure to the Loss for which indemnification is claimedbenefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Indemnities. In the event of any registered offering of Registrable Securities pursuant to this Section 1: 1.4.1. The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Holder whose Registrable Securities are included in the registration and each person, if any, who controls the Holder, from and against any and all Losses losses, damages, claims, liabilities, joint or several, and reasonable costs and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Holder or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and the Company will reimburse the Holder and each such controlling person of the Holder, promptly upon written demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that the Company will not be liable to any Holder or controlling person whatsoever; or damage to or loss of in any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 or such controlling persons claiming for indemnification in writing specifically for inclusion therein; provided, further, that the course indemnity agreement contained in this Section 1.4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the written consent of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party selling Holder or by reason any controlling person of the selling Holder, and regardless of any sale in connection with such offering by the selling Holder. Such indemnity shall survive the transfer of securities by a selling Holder. 1.4.2. As a condition precedent to the Company's obligations under this Section 1, each Holder participating in a registration hereunder will furnish to the Company in writing any information regarding such Holder, the Registrable Securities held by it, and his or her intended method of distribution of Registrable Securities as the Company may reasonably request and will indemnify and hold harmless the Company (and each of its directors and officers), any underwriter for the Company, any other person participating in the distribution and each person, if any, who controls the Company, such underwriter, or such other person from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling Holder's consent) to which the Company (and each of its directors and officers) or any such controlling person and/or any such underwriter 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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, and each such Holder will reimburse the Company (and each of its directors and officers), any underwriter, any other person participating in the distribution and each such controlling person of the Company, any underwriter or other person, promptly upon demand, for any reasonable legal or 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 conformity with written information furnished by such Holder specifically for inclusion therein. The foregoing indemnity shall be individual and several (and not joint or joint and several) by each Holder. The foregoing indemnity is also subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company, (ii) any underwriter and any person, if any, controlling the Company or the underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the Indemnifying Party knew indemnity agreement contained in this Section 1.4.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or should have known action if such settlement is effected without the consent of the matterHolders, fact or circumstance giving rise as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 1.4.3. Promptly after receipt by an indemnified party pursuant to the Loss provisions of Sections 1.4.1 or 1.4.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of Sections 1.4.1 or 1.4.2, promptly notify the indemnifying party of the commencement thereof; however, the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party hereunder, unless such omission is materially prejudicial to the indemnifying party's ability to defend such action. 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, 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 Sections 1.4.1 or 1.4.2 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 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 authorized 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 which 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. 1.4.4. If recovery is not available under the foregoing indemnification is claimedprovisions, 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 as more fully set forth in an underwriting agreement to be executed in connection with such registration. 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. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 1.4.5. Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall prevail.

Indemnities. The O&M Contractor indemnifies Without limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and holds harmless whether or not any of the Project Company transactions contemplated hereby are consummated, the Seller hereby agrees to indemnify each Indemnified Party from and against against, and hold each thereof harmless from, any and all Losses which may be suffered or incurred by claims, losses, liabilities, costs and expenses of any kind whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) (all of the Project Company foregoing being collectively referred to as “Indemnified Amounts”) arising directly or indirectly out of, or resulting from, in whole or in part, one or more of the following: (a) this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with: bodily injury, sickness, disease or death with this Agreement; (b) the use of proceeds of any person whatsoeverPurchase or reinvestment; (c) the interest of any Owner in any Receivable, any Contract or any Related Security; or damage (d) any transaction contemplated by this Agreement or any other Transaction Document or any other agreement or document delivered or to or loss of any propertybe delivered in connection with this Agreement; excluding, real or personal (other than with respect however, Indemnified Amounts to the Facility)extent resulting from either (x) the gross negligence or willful misconduct on the part of such Indemnified Party, or (y) the failure to collect amounts in respect of a Pool Receivable, to the extent such failure results from a discharge of the Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts. Without limiting or being limited by the foregoing and whether or not any of the transactions contemplated hereby are consummated, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts which relate to or result from, or which would not have occurred but for, one or more of the following: (i) any Receivable becoming a Pool Receivable which is not at the date of the initial creation of an interest therein hereunder an Eligible Receivable; (ii) any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement or any other Transaction Document or any Seller Report or Receivables Report or other document delivered or to be delivered in connection herewith or with any other Transaction Document being incorrect in any material respect when made or deemed made or delivered; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract or any Related Security with respect thereto; or the failure of any Pool Receivable or the related Contract or any Related Security with respect thereto to conform to any such applicable law, rule or regulation; (iv) the failure to vest in the Owner of a Receivable Interest a first priority perfected undivided percentage ownership interest, to the extent of such Receivable Interest, in each Receivable in, or purported to be in, the Receivables Pool and the Related Security and Collections in respect thereof, free and clear of any Adverse Claim; or the failure of the Seller to have obtained a first priority perfected ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto transferred or purported to be transferred to the Seller under the Second Amended and Restated Receivables Sale Agreement, free and clear of any Adverse Claim; (v) the failure of the Seller to have filed, or any delay by the Seller in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable in, or purported to be in, the Receivables Pool and the Related Security and Collections in respect thereof, whether at the time of any Purchase or reinvestment or at any subsequent time unless such failure results directly and solely from the Agent’s failure to take appropriate action; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of any Obligor to the payment of any Receivable in, or purported to be in, the Receivables Pool (including, without limitation, any defense based on the fact or allegation that such Loss arises Receivable or the related Contract is not 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 goods or services related to such Receivable or the furnishing or failure to furnish such goods or services; (vii) any failure of the Seller 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 under any Contract; (viii) any product liability, personal injury, copyright infringement, theft of services, property damage, or other breach of contract, antitrust, unfair trade practices or tortious claim arising out of or in connection with the course subject matter of any Contract or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect connection with any transaction contemplated by this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or such Contract; (ix) the commingling by the Seller of bodily injuryCollections of Pool Receivables at any time with other funds; (x) any action or omission by the Seller, sickness, disease reducing or death, to impairing the extent that such Loss arises out rights of or in the course any Owner of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations a Receivable Interest under this Agreement, unless and any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or with respect to any Pool Receivable; (xi) any cancellation or modification of a Pool Receivable, the related Contract or any Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise; (xii) any investigation, litigation or proceeding related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement or any Contract or the use of proceeds from any Purchase or reinvestment pursuant to this Agreement, or the ownership of, or other interest in, any Receivable, the related Contract or Related Security; (xiii) the existence of any Adverse Claim against or with respect to any Pool Receivable, the related Contract or the Related Security or Collections with respect thereto; (xiv) any failure by the Seller to pay when due any taxes, including without limitation sales, excise or personal property taxes, payable by the Seller in connection with any Receivable or the related Contract or any Related Security with respect thereto; (xv) any claim brought by any Person other than an Indemnified Party arising from any activity of the Seller in servicing, administering or collecting any Pool Receivable; (xvi) any failure by any Lock-Box Bank to comply with the terms of the Lock-Box Agreement to which it is a party; or (xvii) to the extent attributable to any negligence, wilful act, breach of the Agreement not covered by the O&M Contractor or an O&M Contractor Representative. Each Party (foregoing clauses, the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") occurrence and continuance of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part Event of the Indemnifying Party Termination other than an Event of Termination arising under this Clause 10 (IndemnitiesSection 7.01(f). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimed.

Indemnities. (A) The O&M Contractor indemnifies Partnership shall defend, indemnify and holds hold harmless the Project Company each General Partner from and against all claims, demands, actions, suits, proceedings, losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonably, attorneys fees and disbursements (collectively, "Losses") arising from (i) any act taken on behalf of or reasonably believed by such General Partner to be taken on behalf of the Partnership other than willful misconduct or gross negligence of the indemnified General Partner. (B) Each General Partner shall defend, indemnify and hold the Partnership and the other General Partner harmless against and from all Losses which shall or may arise by reason of anything done or omitted to be suffered or incurred done by the Project Company arising directly indemnifying General Partner (through or indirectly out ofby its agents, employees or other representatives) constituting gross negligence or willful misconduct. (C) Each General Partner shall defend, indemnify and hold the Partnership and the other General Partner harmless against and from any Loss asserted by a transferee of all or any portion of such General Partner's Interest as a Limited Partner. (D) For purposes of this Section, the party entitled to indemnification shall be known as the "Injured Party" and the party required to indemnify shall be known as the "Other Party." In the event that the Other Party shall be obligated to the Injured Party pursuant to this Section or in connection with: bodily injurythe event that a suit, sicknessaction, disease investigation, claim or death proceeding is begun, made or instituted as a result of which the Other Party may become obligated to the Injured Party hereunder, the Injured Party shall give prompt written notice to the Other Party of the occurrence of such event. The Other Party shall have the right to defend, contest or otherwise protect against any person whatsoever; such suit, action, investigation, claim or damage proceeding at the Other Party's own cost and expense by counsel of its own choice reasonably satisfactory to the Injured Party. The Injured Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of its own choice. In the event that the Other Party fails timely to defend, contest or loss otherwise protect against any such suit, action, investigation, claim or proceeding, the Injured Party shall have the right to defend, contest or otherwise protect against the same and may make any compromise or settlement thereof and recover the entire cost thereof from the Other Party, including, without limitation, reasonable attorneys fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or compromise or settlement thereof. In the event the Injured Party elects at any propertytime not to seek or continue to rely upon indemnification from the Other Party with respect to any Loss, real it shall have the right to pay, defend, contest or personal (other than otherwise protect against the same at its sole cost and expense and the Other Party shall have no liability to the Injured Party in respect of such Loss and no right to defend or participate in the defense of such Loss. Anything to the contrary herein notwithstanding, prior to finally settling any such claim, suit, action or proceeding, the Other Party shall give the Injured Party notice of its intention to settle same and the terms of such proposed settlement. If the Injured Party shall object to such proposed settlement within ten days after its receipt of such notice, then the Injured Party shall thereafter, at its sole expense, assume the control and defense of such claim, suit, action or proceeding. In such event, the Other Party shall not be relieved from its obligations hereunder but such obligation shall be limited with respect to the Facility)amount of such claim, suit, action or proceeding in the sense that its liability may not be greater than the amount for which the same could have been settled as proposed by the Other Party and will not be greater than the amount for which such suit, action, claim, investigation or proceeding is ultimately resolved. If the Injured Party does not object to the terms of the proposed settlement within the aforesaid ten day period, then the Other Party shall have the right to consummate such proposed settlement upon the terms set forth in the aforesaid notice. Failure to give the Other Party timely notice of any claim, suit, action or proceeding shall in no way relieve such party from its obligation to indemnify the Injured Party except to the extent that such Loss arises out of or in losses actually caused to the course of or Other Party by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedfailure.

Indemnities. The O&M Contractor indemnifies 8.1 Subject to the limitations set out in Clause 7, and holds harmless the Project Company without prejudice to XYZ’s duty to mitigate its loXYZs, Thames shall keep XYZ indemnified from and against all Losses any claim, loss, cost, liability, damage or expense which may be suffered XYZ incurs or incurred by the Project Company arising directly or indirectly out of, or in connection with: bodily injury, sickness, disease or death suffers as a result of any person whatsoever; act or omission of Thames that is unlawful or negligent or is in breach of an express provision of this Agreement. 8.2 Subject to the limitations set out in Clause 7, and without prejudice to Thames’s duty to mitigate its loXYZs, XYZ shall keep Thames indemnified from and against any claims, loss, cost, liability, damage to or loss expense which Thames incurs or suffers as a result of any property, real act or personal (other than with respect to omission of XYZ that is unlawful or negligent or is in breach of an express provision of this Agreement. 8.3 In the Facility), to the extent event that such Loss arises out of or Thames is in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement as a result of which XYZ’s customers suffer any loss of or reduction in the services provided to them by the Project CompanyXYZ and XYZ incurs any liability to its customers to compensate them therefor, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies Thames shall indemnify and holds harmless the O&M Contractor keep indemnified XYZ from and against all Losses which may be suffered or incurred by such compensation and shall reimburse the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, same to XYZ (subject to the extent that provision of reasonable supporting evidence) PROVIDED THAT Thames’s liability in such Loss arises out circumstances shall not exceed the compensation to which XYZ’s customers would have been entitled had they been customers of Thames. 8.4 Where either Party becomes aware of any claim, difference, dispute or in proceedings (actual or threatened) which it reasonably expects may lead to a liability to the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations other Party under this Agreement, unless and to it shall notify the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each other Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify and shall provide such information as the other Party (may reasonably require and shall consult with the "Indemnifying Party") of any proceedings or claim brought or made against other Party as to the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt conduct of such notificationclaim, the Indemnifying Party may at its own cost and in consultation with the Indemnified Partydifference, conduct such dispute or proceedings (whether actual or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedthreatened).

Indemnities. The O&M Contractor indemnifies 13.1 Each of the Corporation and holds ▇▇▇▇▇▇▇, as it relates to such party, hereby covenants and agrees to protect, indemnify and hold harmless the Project Company Agent and its directors, officers, employees, solicitors and agents (each being individually, an “Indemnified Party” and, collectively, the “Indemnified Parties”) from and against all Losses losses, claims, costs, damages or liabilities which they may be suffered suffer or incurred incur caused by the Project Company or arising directly or indirectly out by reason of: (a) any material information or statement (except any information or statement relating solely to and supplied by the Agent) contained in the Disclosure Record being or being alleged to be a misrepresentation; (b) the omission to state in the Disclosure Record or Schedule “A” a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which it was made (except the omission to state a material fact relating solely to the Agent); (c) the Corporation or ▇▇▇▇▇▇▇ not complying with any requirement of any securities legislation or regulatory requirements in connection with the Offering; (d) any order made or any inquiry, investigation or proceeding commenced or threatened by any regulatory authority based upon an allegation that any untrue statement or alleged omission or any misrepresentation or alleged misrepresentation in the Disclosure Record exists (except information and statements relating solely to the Agent) which prevents or restricts the trading in or distribution of the Subscription Receipts, Shares, Warrants, Agent’s Warrants, ▇▇▇▇▇▇▇ Shares, ▇▇▇▇▇▇▇ Warrants, ▇▇▇▇▇▇▇ Agent’s Warrants, Corporate Finance Fee Units, and any underlying securities issued under the conversion thereof; (e) the Corporation’s failure to comply with any of its obligations hereunder including any breach of or default under any representation, warranty, covenant or agreement of the Corporation in any of the SR Transaction Documents; (f) Quentin’s failure to comply with any of its obligations hereunder including any breach of or default under any representation, warranty, covenant or agreement of ▇▇▇▇▇▇▇ in the ▇▇▇▇▇▇▇ Transaction Documents; or (g) any material untrue statements in or omissions from any public disclosure documentation supplied by the Corporation and relied upon by the Agent in the performance of its duties, or in connection with: bodily injury, sickness, disease or death otherwise by reason of any person whatsoever; or damage to or loss the performance of any property, real or personal (other than with respect professional services rendered by an Indemnified Party to the Facility)Corporation or ▇▇▇▇▇▇▇, always provided that this indemnity shall not apply to a particular Indemnified Party to the extent that such Loss arises out a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that (i) said particular Indemnified Party has been grossly negligent or exercised bad faith in the course of such performance, and (ii) the expenses, losses, claims, costs, damages or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Servicesliabilities, unless and as to the extent attributable to any negligencewhich indemnification is claimed, wilful act, breach of this Agreement were directly caused by the Project Company, the Supplier, the Installation Contractor gross negligence or bad faith conduct referred to in (i). 13.2 If any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and action or claim shall be asserted against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or an Indemnified Party in respect of bodily injury, sickness, disease which indemnity may be sought from the Corporation or death, ▇▇▇▇▇▇▇ pursuant to the extent that such Loss arises out of provisions hereof, or in the course of or if any potential claim contemplated by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and section shall come to the extent attributable to any negligence, wilful act, breach knowledge of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on shall promptly notify the part Corporation or ▇▇▇▇▇▇▇, as applicable, in writing of the Indemnifying Party nature of such action or claim (provided that any failure to so notify shall not affect the Corporation’s or Quentin’s liability, as applicable under this Clause 10 (Indemnitiesparagraph unless such delay has prejudiced the defense to such claim). Following receipt of such notificationThe Corporation or ▇▇▇▇▇▇▇, as applicable, shall assume the Indemnifying Party may defense thereof at its own cost and in consultation with expense, provided, however that the defense shall be through legal counsel acceptable to the Indemnified Party, conduct acting reasonably. In addition, the Indemnified Party shall also have the right to employ separate counsel in any such proceedings action and participate in the defense thereof, and the fees and expense of such counsel shall be borne by the Corporation or ▇▇▇▇▇▇▇, as applicable, if: (a) the Indemnified Party has been advised by counsel, acting reasonably, that representation of the Corporation and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them; or (b) the Corporation or ▇▇▇▇▇▇▇, as applicable, has failed within a reasonable time after receipt of such written notice to assume the defense of such action or claim. 13.3 It is understood and agreed that neither party shall effect any settlement of any such action or claim and or make any negotiations for admission of liability without the settlement thereof in the name written consent of the Indemnified Partyother party, such consent not to be unreasonably withheld or delayed. A right to indemnification under this Clause 10 (Indemnities) will The indemnities hereby provided for shall remain in full force and effect and shall not be limited to or affected or deemed waived by reason any other indemnity in respect of any investigation made matters specified in this section obtained by the Indemnified Party from any other person. 13.4 To the extent that any Indemnified Party is not a party to this Agreement, the Agent or the Corporation or ▇▇▇▇▇▇▇, as the case may be, shall obtain and hold the right and benefit of this section in trust for and on behalf of such Indemnified Party. 13.5 The Corporation and ▇▇▇▇▇▇▇ hereby consents to personal jurisdiction and service and venue in any court in which any claim which is subject to indemnification hereunder is brought against the Agent or any Indemnified Party and to the assignment of the benefit of this section to any Indemnified Party for the purpose of enforcement. 13.6 The Agent hereby consents to personal jurisdiction and service and venue in any court in which any claim which is subject to indemnification hereunder is brought against the Corporation or any Indemnified Party or by reason ▇▇▇▇▇▇▇, as applicable, and to the assignment of the fact that benefit of this section to any Indemnified party for the Indemnifying Party knew or should have known purpose of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedenforcement.

Indemnities. In the event that any Registrable Shares are included in a registration statement pursuant to this Section 2: 2.7.1. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, its Affiliates, the partners, officers, directors and shareholders of each Holder, legal counsel and accountants for each Holder, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement. The O&M Contractor indemnifies Company will reimburse each such Holder, its Affiliates, the partners, officers, or directors, underwriters and holds each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, for any legal or other expenses reasonably 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, or action or proceeding; provided, however, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this Section ‎2.7.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, nor shall the Company be liable in any such case for any such loss, claim, damage, liability, action, cost or expense to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling Person of such Holder. 2.7.2. To the extent permitted by law, each Holder will, if Registrable Shares held by such Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Project Company from and each Person, if any, who controls the Company within the meaning of the Securities Act, and any other Holder selling securities under such registration statement or any of such other Holder’s Affiliates, partners, directors or officers or any person who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against all Losses any losses, claims, damages, liabilities (joint or several), costs or expenses, to which the Company or any such director, officer, controlling Person, underwriter or other such Holder or controlling Person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities, costs or expenses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be suffered specifically for use in connection with such registration; and each such Holder will reimburse the Company, each such controlling Person of the Company or incurred by the Project Company arising directly any underwriter or indirectly out ofother Holder, or partner, officer, director or controlling person of such other Holder in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death proceeding; provided, further, that the indemnity agreement contained in this 2.7.2 shall not apply to amounts paid in settlement of any person whatsoever; such loss, claim, damage, liability or damage action if such settlement is effected without the consent of the Holder. In no event shall the liability of a Holder pursuant to this Section 2.7.2 exceed the net proceeds from the offering received by such Holder. 2.7.3. Promptly after receipt by an indemnified party pursuant to the provisions of Sections 2.7.1 or loss 2.7.2 herein of notice of the commencement of any propertyaction involving the subject matter of the foregoing indemnity provisions, real or personal (other than with respect such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the Facility)provisions of said Section 2.7.1 or 2.7.2, promptly notify the indemnifying party of the commencement thereof. Notwithstanding the foregoing, the omission to notify the indemnifying party will not relieve it from any liability 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 defense thereof with counsel reasonably satisfactory to such Loss arises out indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and 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 course 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 to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Sections 2.7.1 or 2.7.2 for any legal or other expense subsequently incurred by reason 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 acts or omissions 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 O&M Contractor commencement of the action and within 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 authorized 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, which 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. 2.7.4. If the performance indemnification provided for in this Section ‎2.7 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or non-performance liabilities referred to herein, the indemnifying party, in lieu of its obligations under this Agreement or the O&M Servicesindemnifying such indemnified party thereunder, unless and shall to the extent attributable permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any negligenceother relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, wilful actamong other things, breach whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information concerning the matter with respect to which the claim was asserted, and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder; and provided, further, that no party will be liable for contribution with respect to the settlement of any claim or action effected without its written consent. 2.7.5. The obligations of the Company and the Holders under this Section 2.7 shall survive completion of any offering of Registrable Shares in a registration statement and the termination of this Agreement Agreement. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the Project Company, the Supplier, the Installation Contractor claimant or any plaintiff to such Indemnified Party of their respective Representativesa release from all liability in respect to such claim or litigation. The Project Company indemnifies and holds harmless indemnification provisions of this Section 2.7 shall not be in limitation of any other indemnification provisions included in any other agreement. Notwithstanding the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or deathforegoing, to the extent that such Loss arises out of or the provisions on indemnification and contribution contained in any underwriting agreement entered into in connection with an underwritten public offering are in conflict with the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notificationforegoing provisions, the Indemnifying Party may at its own cost and provisions in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedunderwriting agreement shall prevail.

Indemnities. The O&M Contractor indemnifies 16.1 JDI (on behalf of itself and holds harmless the Project Company from JDI Affiliates) agrees with the Unilever Parties (on trust for themselves and each Unilever Affiliate) that it shall indemnify and keep the Unilever Parties and each of their respective Affiliates indemnified on an after-tax basis against all Losses which may be losses, costs, charges, claims, expenses and liabilities suffered or incurred by either or both of the Project Company Unilever Parties and/or any of their respective Affiliates as a result of: (A) JDI or any of its Affiliates acting in breach of clauses 5, 6, 9, 12.1, 19, 20.2, 21 or 23; (B) a claim brought against it by an employee arising directly out of the employment or indirectly out ofthe termination of the employment of any such employee by JDI or any of its Affiliates at any time on and after the date of this agreement, but in no event later than two years after the termination of this agreement in whole or in connection with: bodily injuryrelevant part (including, sicknesswithout prejudice to the generality of the foregoing, disease where on any termination of this agreement or death otherwise any such employee becomes an employee of the Unilever Parties or any of their respective Affiliates or of any person whatsoeverthird party pursuant to any applicable law or regulation); and provided further that in respect of such employee, JDI in no event shall indemnify the Unilever Parties except for costs relating to redundancy or damage to other severance payments and salary related to, in such case, such past employment with JDI. 16.2 The Unilever Parties (on behalf of themselves and their respective Affiliates) agree with JDI (on trust for itself and each JDI Affiliate) that they shall indemnify and keep JDI and/or its Affiliates indemnified on an after-tax basis against all losses, costs, charges, claims, expenses and liabilities suffered or loss incurred by it or any of its Affiliates as a result of: (A) the Unilever Parties or any propertyof their respective Affiliates acting in breach of clauses 3, real 5, 7, 8, 9, 12, 21 or personal 23; (other than with respect B) product recalls, product warranty or product liability or similar claims relating to the Facility), condition of the Products (save in any such case to the extent that the same directly results from the negligence or a Wilful Breach of JDI or any of its Affiliates or to the extent that such Loss arises out circumstances are the subject of a claim with merit against JDI or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance any of its obligations Affiliates under this Agreement any Supply Agreement); (C) claims brought by a Governmental Authority or any third party against JDI or any of its Affiliates that the O&M ServicesProducts, unless and including, for the avoidance of doubt, any materials provided to the extent attributable to JDI or any negligence, wilful act, breach of this Agreement its Affiliates by the Project Company, the Supplier, the Installation Contractor Unilever Parties or any of their respective Representatives. The Project Company indemnifies and holds harmless Affiliates pursuant to clause 5.3(A)(ii) or 7.3, infringe any third party’s intellectual property rights or violate any Applicable Laws (save in any case to the O&M Contractor extent that the same directly results from and against all Losses which may be suffered the negligence or incurred by the O&M Contractor arising directly a Wilful Breach or indirectly out failure to comply with clause 5.6 or 6.13 in each case of JDI or in respect any of bodily injury, sickness, disease its Affiliates or death, to the extent that such Loss arises circumstances are the subject of a claim with merit against JDI or any of its Affiliates under any Supply Agreement); and (D) claims brought by any third party (including, for the avoidance of doubt, other members of the Unilever Group but not including any member of JDI’s Group) against JDI or any of its Affiliates arising out of or in the course of or by reason of the acts or omissions of the Project Company in the performance (or non-performance performance) by any JDI Affiliate from time to time under clause 5.17 (save in any case to the extent that the same directly results from the negligence or a Wilful Breach of JDI or any of its Affiliates). (A) The aggregate liability of JDI and its Affiliates in accordance with sub-clause 16.1 and otherwise pursuant to this agreement shall not exceed the aggregate of €7,000,000 (seven million Euros). (B) Without prejudice to the Unilever Parties’ obligation to make any payment pursuant to the Umbrella Agreement, the aggregate liability of the Unilever Parties and their respective Affiliates in accordance with sub-clause 16.2 and otherwise pursuant to this agreement shall not exceed €3,500,000 (three million five hundred thousand Euros). 16.4 (A) Except in the case of Wilful Breach of this agreement or as otherwise provided in this agreement, no person shall be liable under this agreement to any other person for loss of profits, loss of margin, loss of contract, loss of goodwill or any other indirect, special or consequential losses of any nature whatsoever, whether or not caused by or resulting from the negligence of such party or a breach of its statutory duties or a breach of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedhereunder howsoever caused.

Indemnities. In the event of any registered offering of Common Stock pursuant to this Section 16: (1) The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Holder and any underwriter for such Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Holder or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered 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 the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 in writing by a Holder, to such underwriter or such controlling persons specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve all underwriter of any of its due diligence obligations; provided, further, that the course indemnity agreement contained in this subsection 16(d)(1) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party selling share Holder, the underwriter or by reason any controlling person of the sell share Holder or the underwriter, and regardless of any sale in connection with such offering by the selling share Holder. Such indemnity shall survive the transfer of securities by a selling share Holder. (2) Each Holder participating in a registration hereunder will indemnify and hold harmless the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling share Holder's consent) to which the Company or any such controlling person and/or any such underwriter 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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, and each such Holder will reimburse the Company, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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 in a certificate by such Holder specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the Final Prospectus, such indemnity agreement shall not inure to the benefit of the Company and (ii) any underwriter, if a liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the Indemnifying Party knew indemnity agreement contained in this subsection 16(d)(2) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or should have known action if such settlement is effected without the consent of the matterHolders, fact or circumstance giving rise as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of Holder exceed the gross proceeds received by such Holder from the offering. (3) Promptly after receipt by an indemnified party pursuant to the Loss provisions of Sections 16(d)(1) or (2) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Sections 16(d)(1) or (2), promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than to the extent the party to be notified is actually prejudiced thereby. 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and 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 to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Sections 16(d)(1) or (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 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 authorized 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 which 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. (4) If recovery is not available under the foregoing indemnification is claimedprovisions, 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 as more fully set forth in an underwriting agreement to be executed in connection with such registration. 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; provided that no party shall be required to contribute an amount in excess of the amount it would have been required to pay pursuant to the foregoing indemnification provisions if they had been available.

Indemnities. The O&M Contractor indemnifies (a) AltaRex and holds Medical hereby covenant and agree to indemnify and save harmless Bancorp and the Project Company directors, officers, employees and agents of the partners of Bancorp (collectively, the “Indemnified Party”) from and against all Losses liabilities, claims, losses, costs (including without limitation legal fees and disbursements on a solicitor and his own client basis) fines, penalties, damages and expenses to which any Indemnified Party may be suffered subject or incurred may suffer or incur, whether under the provisions of any statute or otherwise, in any way caused by the Project Company or arising directly or indirectly out ofby reason or in consequence of (i) any incorrectness in or breach of any representation or warranty of AltaRex or Medical contained in this Agreement or any other certificate or instrument executed and delivered pursuant to this Agreement; or (ii) any information or statement contained in the Information Circular relating to AltaRex or Medical or the business, operations, results of operations, assets, capitalization, financial condition, rights, liabilities, prospects or privileges of AltaRex or Medical and whether on a prospective or pro forma basis, containing an untrue statement of a material fact, or omitting to state a material fact that is required to be stated or that is necessary to make a statement not misleading in connection with: bodily injurylight of the circumstances in which it was made or otherwise being inaccurate or containing a misrepresentation. If any matter or thing contemplated by this Section 8.6 (any such matter or thing being hereinafter referred to as a “Claim”) is asserted against the Indemnified Party, sickness, disease or death of if any person whatsoever; or damage to or loss of any property, real or personal (other than with respect potential Claim contemplated by this Section 8.6 shall come to the Facility)knowledge of the Indemnified Party, the Indemnified Party shall notify AltaRex and Medical as soon as possible of the nature of such Claim (provided that any failure to so notify shall not affect AltaRex’s or Medical’s liabilities under this Section 8.6 except to the extent that such Loss arises out of the failure materially prejudices AltaRex or in Medical and AltaRex and Medical shall, subject as hereinafter provided, be entitled (but not required) at their expense to assume the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") defence of any proceedings or claim suit brought or made against to enforce such Claim; provided, however, that the Indemnified Party which may give rise defence shall be conducted through legal counsel acceptable to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct acting reasonably. No admission of liability or settlement of any such proceedings Claim may be made by AltaRex, Medical or claim and any negotiations for the settlement thereof in the name of the Indemnified Party, without, in each case, the prior written consent of the other party, such consent not to be unreasonably withheld. A In respect of any such Claim, the Indemnified Party shall have the right to indemnification under this Clause 10 (Indemnities) will retain separate or additional counsel to act on its behalf and participate in the defence thereof provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless AltaRex or Medical does not be affected or deemed waived by reason assume the defence of any investigation made by or such suit on behalf of the Indemnified Party within 3 Business Days of AltaRex receiving notice of such Claim; or the named party to any such Claim (including any added third or interpleaded party) include both the Indemnified Party, on the one hand, and AltaRex and Medical on the other hand, and the Indemnified Party shall have been advised by reason their counsel that representation of both parties by the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise same counsel would be inappropriate due to the Loss actual or potential differing interests between them (in which case AltaRex or Medical shall not have the right to assume the defence of such Claim but shall be liable to pay the reasonable fees and expenses of counsel for which indemnification is claimedthe Indemnified Party). (b) Bancorp hereby covenants and agrees to indemnify AltaRex and Medical and their directors, officers, employees and agents with respect to (i) any incorrectness in or breach of any representation or warranty of Bancorp contained in this Agreement or any other certificate or instrument executed and delivered pursuant to this Agreement; or (ii) any information or statement contained in the Information Circular as provided by Bancorp to AltaRex for inclusion therein, relating to Bancorp or the business, operations, financial condition, rights, liabilities, prospects or privileges of Bancorp, and the provisions of subsection 8.6(a) shall apply mutatis mutandis to such indemnity, with AltaRex and Medical and their directors, officers, employees and agents as the “Indemnified Party”.

Indemnities. The O&M Contractor indemnifies (a) To the extent permitted by law, the City shall indemnify and holds hold harmless the Project Company Developer from and against any and all claims arising from the City’s use of the Premises, or from any activity, work or things done, permitted or suffered by the City in the Premises on or after the Commencement Date and shall further indemnify and hold harmless the Developer from and against any and all claims arising from any Lease Default (as defined in Section 7.1 below) or breach in the performance of any obligation on the City’s part to be performed under the Capital Lease Term, and from and against all Losses which may costs, reasonable attorney’s fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against the Developer by reason of any such claim, the City upon notice from the Developer shall defend the same at the City’s expense by counsel reasonably satisfactory to the Developer. (b) The Developer shall indemnify and hold harmless the City from and against any and all claims arising from the Developer’s activity, work or things done, permitted or suffered in or incurred about the Premises by the Project Company Developer prior to or after the Commencement Date and shall further indemnify and hold harmless the City from and against any and all claims arising directly from any breach or indirectly out ofdefault in the performance of any obligation on the Developer’s, or any of the Developer’s agents, contractors or employees part to be performed under the terms of this Capital Lease, and from and against all costs, reasonable attorney’s fees, expenses and liabilities incurred in connection with: bodily injury, sickness, disease or death the defense of any person whatsoeversuch claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against the City by reason of any such claim, the Developer upon notice from the City shall defend the same at the Developer’s expense by counsel reasonably satisfactory to the City. (c) Notwithstanding (a) and (b) above, each of the City and the Developer releases the other, and its employees, agents, and representatives, from liability, and waives its entire right of recovery against the other for loss or damage occurring in or about the Premises to the extent such loss or loss of any propertydamages is covered under fire, real or personal (other than casualty and all risk insurance policies, including extended coverage endorsements, carried by the parties. Each party agrees that each such insurance policy obtained by it with respect to the Facility), to Premises or any personal property shall include a waiver by the extent that insurer of its subrogation rights for such Loss arises out of or losses and damages. The foregoing mutual waivers shall be effective only so long as such waivers are available in the course State of or by reason of North Carolina and do not invalidate the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedinsurance coverage.

Indemnities. In the event of any registered offering of Common Stock pursuant to this Section 3 (for the purposes of this Section 3.7, the Common Holders shall also be referred to as “Holders”): 3.7.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Holder and any underwriter for such Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which the Holder or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered 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 the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 in writing by a Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the course indemnity agreement contained in this subsection 3.7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor Company. Such indemnity shall remain in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless full force and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason effect regardless of any investigation made by or on behalf of the Indemnified Party selling stockholder, the underwriter or any controlling person of the selling stockholder or the underwriter, and regardless of any sale in connection with such offering by reason the selling stockholder. Such indemnity shall survive the transfer of securities by a selling stockholder. 3.7.2 Each Holder participating in a registration hereunder will indemnify and hold harmless the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling stockholder’s consent) to which the Company or any such controlling person and/or any such underwriter 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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, and each such Holder will reimburse the Company, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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 is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the Final Prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the Final Prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection 3.7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 3.7.3 Promptly after receipt by an indemnified party pursuant to the provisions of Sections 3.7.1 or 3.7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 3.7.1 or 3.7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder except to the extent the indemnifying party is prejudiced as a result thereof. 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and 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 Sections 3.7.1 or 3.7.2 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 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 authorized 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 which 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. 3.7.4 In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) an indemnified party, exercising rights under this Agreement, makes a claim for indemnification pursuant to Section 3.7.1 or 3.1.2 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 3.7 provides for indemnification in such case, or (ii) contribution under the Indemnifying Party knew or should have known Securities Act may be required on the part of the matter, fact or circumstance giving rise to the Loss any such indemnified party in circumstances for which indemnification is claimedprovided under this Section 3.7; then, and in each such case, the Company and such indemnified party will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the public offering price of its Registrable Shares offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and other selling Holders are responsible for the remaining portion; provided, however, that, in any such case: (A) no such Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Shares offered and sold by such Holder pursuant to such registration statement; (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation; and (C) no Holder shall be required to contribute any amount in excess of the amount such Holder would have been required to indemnify if indemnification had been applicable in accordance with its terms.

Indemnities. The O&M Contractor indemnifies (a) Lender hereby agrees to indemnify and holds hold harmless the Project Company Borrower and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses (and losses relating to Borrower’s market activities as a consequence of becoming, or of the risk of becoming, subject to Section 16(b) under the Exchange Act, 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 incurred by the Project Company arising entity directly or indirectly out arising from, by reason of, or in connection with: bodily injury, sickness, disease or death (i) any breach by Lender of any person whatsoever; of its representations or damage to or loss warranties contained in Section 7or (ii) any breach by Lender of any property, real or personal (other than with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under covenants or agreements in this Agreement or the O&M ServicesAgreement. (b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, unless present and to the extent attributable to any negligencefuture directors, wilful actofficers, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies employees and holds harmless the O&M Contractor other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or incurred by the O&M Contractor arising entity directly or indirectly out of arising from, by reason of, or in respect connection with (i) any breach by Borrower of bodily injury, sickness, disease any of its representations or death, warranties contained in Section 7 or (ii) any breach by Borrower of any of its covenants or agreements in this Agreement. (c) 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 extent that such Loss arises out of or in the course of or by reason attention of the acts or omissions party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the Project Company in existence and amount thereof; provided that the performance or non-performance failure of its obligations the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, unless and except to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor RepresentativeIndemnifying Party is materially prejudiced thereby. Each The Indemnifying Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, promptly notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on 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 part of initial notification from the Indemnified Party; provided that, if the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of reasonably cannot respond to such notificationnotice within 30 days, the Indemnifying Party may shall respond to the Indemnified Party as soon thereafter as reasonably possible. (d) An Indemnifying Party shall be entitled to participate in and, if (i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its own cost and in consultation with the Indemnified Partyexpense, conduct but such proceedings or claim and any negotiations for the settlement thereof in the name of defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. A right to indemnification An Indemnified Party shall not make any settlement of any claim or litigation under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf Section 12 without the written consent of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedParty.

Indemnities. In the event of any registered offering of Ordinary Shares of the Company pursuant to this Agreement: (a) The O&M Contractor indemnifies Company will indemnify and holds harmless hold Elbit, its officers, directors and employees, harmless, to the Project Company fullest extent permitted by law, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company's consent) to which Elbit 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the preliminary or final prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered 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 Elbit , promptly upon demand, for any reasonable legal or any 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; PROVIDED, HOWEVER, that the Project Company arising directly will not be liable in any such case to the extent that any such loss, damage, liability, cost or indirectly expense arises out ofof or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by Elbit specifically for inclusion therein; PROVIDED, FURTHER, that the indemnity agreement contained in this subsection 3(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld. (b) Elbit will indemnify and hold the Company, its officers, directors and employees, and any underwriters for the Company harmless from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder's consent) to which the Company or any such underwriter 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or included in the preliminary or final 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, and Elbit will reimburse the Company and any underwriter promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death 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 Elbit specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the 1933 Act; PROVIDED, FURTHER, that this indemnity shall not be deemed to relieve any underwriter of any person whatsoeverof its due diligence obligations; or damage PROVIDED, FURTHER, that the indemnity agreement contained in this subsection 3(b) shall not apply to or loss amounts paid in settlement of any propertysuch claim, real loss, damage, liability or personal action if such settlement is effected without the consent of Elbit, which consent shall not be unreasonably withheld. (other than with respect c) Promptly after receipt by an indemnified party pursuant to the Facilityprovisions of Sections 3(a) or 3(b) of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 3(a) or 3(b), promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. 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 defense thereof with counsel reasonably satisfactory to such Loss arises out indemnified party; PROVIDED, HOWEVER, that if the defendants in any action include both the indemnified party and the indemnifying party and 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 course defense of such action on behalf of such indemnified party or by reason of parties. After notice from the acts or omissions of the O&M Contractor in the performance or non-performance indemnifying party to such indemnified party of its obligations under this Agreement or election so to assume the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Companydefense thereof, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) indemnifying party will not be affected liable to such indemnified party pursuant to the provisions of said Sections 3(a) or deemed waived 3(b) for any legal or other expense subsequently incurred by reason 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 authorized 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 which 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. The indemnification provisions under this Section 3 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedindemnified party(ies).

Indemnities. (a) The O&M Contractor indemnifies Borrower agrees to indemnify and holds hold harmless the Project Company Administrative Agent, the Arranger, each Collateral Agent, each Lender and each of their respective affiliates and each of the respective partners, officers, directors, employees, agents, advisors, attorneys and representatives of each (each, an "INDEMNIFIED PARTY") from and against any and all Losses which claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel), joint or several, that may be suffered or incurred by the Project Company arising directly or indirectly out ofasserted or awarded against any Indemnified Party (including, or without limitation, in connection with: bodily injurywith or relating to any investigation, sickness, disease litigation or death proceeding or the preparation of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facilitydefense in connection therewith), to the extent that such Loss arises in each case arising out of or in the course of connection with or by reason of any Loan Document, any Obligation, the acts NBC Affiliation Agreements, or omissions any of the O&M Contractor in transactions contemplated thereby, or any actual or proposed use of the performance or non-performance proceeds of its obligations under this Agreement or the O&M ServicesLoans, unless and except to the extent attributable such claim, damage, loss, liability or expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Borrower, any of its directors, securityholders or creditors, an Indemnified Party or any other person, or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor Loan Party or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered securityholders or incurred by the O&M Contractor arising directly or indirectly out of creditors for or in connection with the transactions contemplated hereby, except for direct damages (as opposed to special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings)) determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Borrower or any of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of bodily injurysuch matters, sicknesssuch Indemnitee is a mortgagee pursuant to any leasehold mortgage, disease a mortgagee in possession, the successor in interest to the Borrower or deathany of its Subsidiaries, or the owner, lessee or operator of any property of the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in CLAUSES (I), (II), (III) and (IV) above, to the extent that such Loss arises out incurred following (A) foreclosure by the applicable Collateral Agent or any Lender, or the applicable Collateral Agent or any Lender having become the successor in interest to the Borrower or any of or in the course of or by reason its Subsidiaries, and (B) attributable solely to acts of the acts applicable Collateral Agent, such Lender or omissions any agent on behalf of the Project Company in Administrative Agent or such Lender. (b) The Borrower shall indemnify each Agent, and the performance Lenders for, and hold each Agent and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against any Agent, the Lenders for any broker, finder or non-performance of its obligations under this Agreement, unless and to the extent attributable consultant with respect to any negligenceagreement, wilful act, breach of the Agreement by the O&M Contractor arrangement or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation understanding made by or on behalf of the Indemnified any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by reason this Agreement. (c) The Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this SECTION 11.5) or any other Loan Document shall (i) survive payment in full of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise Obligations and (ii) inure to the Loss for which indemnification is claimedbenefit of any Person who was at any time an Indemnitee under this Agreement or any other Loan Document.

Indemnities. The O&M Contractor indemnifies (a) Each Seller, jointly and holds severally, hereby agree to indemnify and hold harmless Purchaser, the Project Company and/or its Subsidiaries from and against any and all Losses which damages, claims, losses or expenses (including reasonable attorneys' fees and expenses) ("Damages") actually suffered or paid by Purchaser, the Company and/or its Subsidiaries as a result of the breach of any representation or warranty made by any Seller in this Agreement. To the extent that Seller's undertakings set forth in this Section 7.2(a) may be suffered or unenforceable, Sellers shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the Project parties entitled to indemnification hereunder. (b) Purchasers, severally and not jointly, and the Company arising directly hereby agree to indemnify and hold harmless Sellers against Damages actually suffered or indirectly out of, or in connection with: bodily injury, sickness, disease or death paid by Sellers as a result of the breach of any person whatsoever; representation or damage to or loss of any property, real or personal (other than with respect to warranty made by the Facility), to Purchaser in this Agreement. To the extent that such Loss arises out of or the Purchasers' undertakings set forth in this Section 7.2(b) may be unenforceable, the course of or by reason of Purchasers and the acts or omissions of Company shall contribute the O&M Contractor in the performance or non-performance of its obligations maximum amount that they are permitted to contribute under this Agreement or the O&M Services, unless and applicable law to the extent attributable to any negligence, wilful act, breach payment and satisfaction of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or Damages incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, parties entitled to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations indemnification hereunder. (c) Any party seeking indemnification under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or Article VII (an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the samegive each party from whom indemnification is being sought (each, notify the other Party (the an "Indemnifying Party") notice of any proceedings or claim brought or made against the matter for which such Indemnified Party which may give rise to liability on is seeking indemnification, stating the part amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations of an Indemnifying Party under this Clause 10 Article VII with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Article VII (Indemnities)collectively, "Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive, after the Closing Date, initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such timely notice shall not release the Indemnifying Party from any of its obligations under this Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure. Following The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notificationnotice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party may at its own cost shall cooperate with the Indemnified Party in such defense and in consultation with make available to the Indemnified Party, conduct at the Indemnifying Party's expense, all such proceedings or claim witnesses, records, materials and any negotiations for the settlement thereof information in the name Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party. A right , (i) settle or compromise any Third Party Claim or consent to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason the entry of any investigation made judgment which does not include as an unconditional term thereof the delivery by the claimant or on behalf of plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by reason of the fact that the Indemnifying Party knew or should have known which is being defended by the Indemnified Party as provided above in this Section 7.2(c) shall be settled by the Indemnified Party without the written consent of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedIndemnifying Party.

Indemnities. The O&M Contractor indemnifies (a) Lender hereby agrees to indemnify and holds hold harmless the Project Company Borrower and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or incurred entity directly arising from, by the Project Company arising directly or indirectly out reason of, or in connection with: bodily injury, sickness, disease or death (i) any breach by Lender of any person whatsoever; of its representations or damage to warranties contained in Section 9 or loss (ii) any breach by Lender of any property, real or personal (other than with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under covenants or agreements in this Agreement or the O&M ServicesAgreement. (b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, unless present and to the extent attributable to any negligencefuture directors, wilful actofficers, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies employees and holds harmless the O&M Contractor other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or incurred entity directly arising from, by the O&M Contractor arising directly or indirectly out of reason of, or in respect connection with (i) any breach by Borrower of bodily injury, sickness, disease any of its representations or death, warranties contained in Section 9 or (ii) any breach by Borrower of any of its covenants or agreements in Section 10 of this Agreement. (c) In case any claim or litigation which might give rise to any obligation of a party under this Section 14 (each an “Indemnifying Party”) shall come to the extent that such Loss arises out of or in the course of or by reason attention of the acts or omissions party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the Project Company in existence and amount thereof; provided that the performance or non-performance failure of its obligations the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, unless and except to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor RepresentativeIndemnifying Party is materially prejudiced thereby. Each The Indemnifying Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, promptly notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party in writing if it accepts such claim or litigation as being within its indemnification obligations under this Clause 10 (Indemnities)Section 14. Following receipt of 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 notificationnotice within 30 days, the Indemnifying Party may shall respond to the Indemnified Party as soon thereafter as reasonably possible. (d) An Indemnifying Party shall be entitled to participate in and, if (i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its own cost and in consultation with the Indemnified Partyexpense, conduct but such proceedings or claim and any negotiations for the settlement thereof in the name of defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. A right to indemnification An Indemnified Party shall not make any settlement of any claim or litigation under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf Section 14 without the written consent of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedParty.

Indemnities. (a) The O&M Contractor indemnifies Corporation agrees to indemnify and holds save harmless each of the Project Company Underwriters and their respective affiliates and their respective directors, officers, employees, shareholders, agents and each person who controls the Underwriters within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (collectively, the “Indemnified Parties” and each an “Indemnified Party”) from and against all Losses which losses (other than a loss of profits), claims, actions, damages, liabilities, costs or expenses, joint or several, including the reasonable fees and expenses of their counsel that may be suffered incurred in advising with respect to and/or defending any action, suit, proceeding, investigation or incurred by the Project Company claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, “Claims” and each, a “Claim”) in any way caused by, or arising directly or indirectly out offrom, or in connection with: bodily injuryconsequence of: (i) any information or statement (except Underwriters’ Information) in the Canadian Offering Documents being or being alleged to be a misrepresentation or untrue, sicknessor any omission or alleged omission to state therein any fact or information (except Underwriters’ Information) required to be stated therein or necessary to make any of the statements therein not misleading in light of the circumstances in which they were made; (ii) any untrue statement or alleged untrue statement of a material fact in the U.S. Offering Documents, disease or death any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any untrue statement or alleged untrue statement of a material fact in the U.S. Offering Documents, or any omission or alleged omission of a material fact (except facts or information relating solely to the Underwriters or any of them that has been provided in writing to the Corporation by or on behalf of any person whatsoever; Underwriter through the Co-Lead Underwriters specifically for inclusion therein) required to be stated therein or damage necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) any order made or any inquiry, investigation (whether formal or informal) or other proceeding commenced or threatened by any one or more competent authorities (not based solely upon the activities or the alleged activities of the Underwriters or the Selling Firm members, if any) prohibiting, restricting, relating to or loss of any property, real materially affecting the trading or personal (other than with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason distribution of the acts or omissions of the O&M Contractor in the performance Offered Securities; or (iv) any breach of, default under or non-performance compliance by the Corporation with any requirements of its obligations under Canadian Securities Laws, U.S. Securities Laws, the by-laws, rules or regulations of the TSX or NYSE or any representation, warranty, term or condition of this Agreement or the O&M Services, unless and to the extent attributable to in any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor certificate or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made document delivered by or on behalf of the Corporation hereunder or pursuant hereto; provided that, if and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a Governmental Authority in a final ruling from which no appeal can be made shall determine that the liabilities, claims, actions, suits, proceedings, losses, costs, damages or expenses resulted from the gross negligence, fraud, fraudulent misrepresentation or wilful misconduct of an Indemnified Party claiming indemnity, this indemnity shall cease to apply to such Indemnified Party. For greater certainty, the Corporation and the Underwriters agree that the foregoing shall not disentitle an Underwriter from claiming indemnification hereunder to the extent that the gross negligence, if any, relates to the Underwriters’ failure to conduct adequate “due diligence”. (b) If any Claim is asserted against any Indemnified Party, such Indemnified Party will notify the Corporation as soon as possible of the nature of such Claim, but failure to notify the Corporation shall not relieve the Corporation of any obligation which it may have to such Indemnified Party under this Section 13 except to the extent by which the Corporation is prejudiced by such failure, and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such Claim. However, the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and no settlement of any such Claim or admission of liability may be made by the Corporation or the Indemnified Party without the prior written consent of the other party (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 any statement as to or an admission of fault, culpability or a failure to act, by or on behalf of an Indemnified Party), such consent not to be unreasonably withheld and the Corporation shall not be liable for any settlement of any such Claim unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. (c) The Corporation hereby acknowledges that the Underwriters contracting as acting as agents for the other Indemnified Parties under this Section 13 and under Section 14 with respect to all such Indemnified Parties and the Underwriters shall obtain and hold the rights and benefits of this Section 13 and under Section 14 in trust for and on behalf of such Indemnified Parties. (d) In any such Claim, the Indemnified Party shall have the right to retain separate counsel to act on his or its behalf; provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless: (i) the Corporation and the Indemnified Party shall have mutually agreed to the retention of the other counsel; (ii) the Corporation has not assumed the defence of the Claim within 10 days of receiving written notice of such Claim; or (iii) the named parties to any such Claim (including any added third or impleaded party) include both the Indemnified Party and the Corporation and the representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them; provided that the Corporation shall only be required to pay the fees of one set of counsel in each of Canada and the United States pursuant to this subsection 13(d) for all Indemnified Parties and it being understood, however, that the Corporation shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm in each of Canada and the United States for all such Indemnified Parties. (e) The Corporation hereby waives its rights to recover contribution from the Underwriters with respect to any liability of the Corporation by reason of any misrepresentation or alleged misrepresentation of a kind referred to in subsection 13(a)(i) or 13(a)(ii), provided, however, that such waiver shall not apply in respect of liability caused or incurred by reason of any misrepresentation which is based upon the Underwriters’ Information. (f) If any legal proceedings shall be instituted against the Corporation or if any regulatory authority or stock exchange shall carry out an investigation of the Corporation and any Indemnified Party is required to testify, or respond to procedures designed to discover information, in connection with or by reason of the fact that services performed by the Indemnifying Party knew Underwriters hereunder, the Indemnified Parties may employ their own legal counsel and the Corporation shall pay and reimburse the Indemnified Parties for the reasonable fees, charges and disbursements (on a full indemnity basis) of such legal counsel, the other expenses reasonably incurred by the Indemnified Parties in connection with such proceedings or should have known investigation and a fee at the normal per diem rate for any director, officer or employee of the matter, fact Underwriters involved in the preparation for or circumstance giving rise attendance at such proceedings or investigation. (g) The rights and remedies of the Indemnified Parties set forth in Sections 13 and 14 hereof are to the Loss fullest extent possible in law, cumulative and not alternative and the election by any Underwriter or other Indemnified Party to exercise any such right or remedy shall not be, and shall not be deemed to be, a waiver of any other rights and remedies. (h) The Corporation waives any right it may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim or to claim payment from any other person before claiming under this indemnity. It is not necessary for an Indemnified Party to incur expense or make payment before enforcing such indemnity. (i) The rights of indemnity contained in this Section 13 shall not apply if the Corporation has complied with the provisions of Sections 2 and 3 and the person asserting any claim contemplated by this Section 13 was not provided with a copy of any Offering Document which indemnification corrects any misrepresentation or alleged misrepresentation which is claimedthe basis of such claim and which was required, under Canadian Securities Laws or U.S. Securities Laws, to be delivered to such person and which the Corporation had provided to the Underwriters to deliver to such person. (j) If the Corporation has assumed the defense of any suit brought to enforce a claim hereunder, the Indemnified Party shall provide the Corporation copies of all documents and information in its possession pertaining to the claim, take all reasonable actions necessary to preserve its rights to object to or defend against the claim, consult and reasonably cooperate with the Corporation in determining whether the claim and any legal proceeding resulting therefrom should be resisted, compromised or settled and reasonably cooperate and assist in any negotiations to compromise or settle, or in any defense of, a claim undertaken by the Corporation. (k) In respect of any judgment or order given or made for any amount due to the Underwriters under this Agreement that is expressed and paid in a currency (the “judgment currency”) other than Canadian dollars, the Corporation will indemnify each Underwriter, each person who controls any Underwriter and each affiliate of any Underwriter against any loss incurred by such Underwriter, such controlling person or such affiliate, as the case may be, as a result of any variation as between: (i) the rate of exchange at which the Canadian dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange at which such Underwriter, controlling person or affiliate, as the case may be, is able to purchase Canadian dollars with the amount of judgment currency actually received by such Underwriter. If the Canadian dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to the Corporation an amount equal to the excess of the dollars purchased over the sum originally due to the Underwriters. The foregoing indemnity shall constitute a separate and independent obligation of the Corporation and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into Canadian dollars.

Indemnities. In the event of any registered offering of Registrable Securities pursuant to this Section 2 or Section 3: 2.8.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, each Holder, any underwriter of such Holder, each person, if any, who controls the Holder or such underwriter and each of the foregoing person’s respective officers, directors, employees, partners, members, attorneys, advisors, agents or other representatives (a “Holder Indemnified Party”), from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which any such Holder Indemnified Party may be suffered become subject under applicable law or incurred by the Project Company arising directly otherwise, insofar as such losses, damages, claims, liabilities (or indirectly out of, actions or proceedings in connection with: bodily injury, sickness, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facilitythereof), to the extent that such Loss arises costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the course of Registration Statement or by reason included in the prospectus, as amended or supplemented (ii) the omission or 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 acts circumstances in which they are made, not misleading and the Company will reimburse such Holder Indemnified Party promptly upon demand, for any reasonable documented, out-of-pocket legal or omissions any 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 or (iii) any violation of alleged violation by the Company of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project CompanySecurities Act, the Supplier, the Installation Contractor Exchange Act or any of their respective Representatives. The Project Company indemnifies and holds harmless state securities law or any rule or regulation thereunder, in connection with the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and ; provided that the Company will not be liable to any Holder Indemnified Party in any such case to the extent attributable that any 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 claiming for indemnification in writing specifically for inclusion therein; provided, further, that the indemnity agreement contained in this subsection 2.8.1 shall not apply to amounts paid in settlement of any negligencesuch claim, wilful actloss, breach damage, liability or action if such settlement is effected without the consent of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") Company, which consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected unreasonably withheld, conditioned or deemed waived by reason 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. 2.8.2 Each Holder participating in a registration hereunder will furnish to the Company in writing any information regarding such Holder and his or by reason her intended method of distribution of Registrable Securities as the Company may reasonably request and will indemnify and hold harmless the Company, any underwriter for the Company, any other person participating in the distribution, each person, if any, who controls the Company, such underwriter 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 and all losses, damages, claims, liabilities, costs or expenses (including any 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, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact that contained in the Indemnifying Party knew Registration Statement or should have known 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 mattercircumstances in which they were made, fact or circumstance giving rise not misleading, but, in each case, only to the Loss extent of such information relating to such Holder and provided in writing by such Holder, and each such Holder will reimburse such Company Indemnified Party promptly upon demand, for any reasonable legal or 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 subsection 2.8.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 2.8.3 Promptly after receipt by an indemnified party pursuant to the provisions of Sections 2.8.1 or 2.8.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 2.8.1 or 2.8.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability 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 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 Sections 2.8.1 or 2.8.2 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 authorized 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. 2.8.4 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 claimedappropriate 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. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 2.8.5 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 Section 2.8 from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnities. The O&M Contractor indemnifies (a) Lender hereby agrees to indemnify and holds hold harmless the Project Company Borrower and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses (including, without limitation, any losses relating to Borrower’s market activities as a consequence of becoming, or of the risk of becoming, subject to Section 16(b) of the Exchange Act, including, without limitation, any forbearance from market activities or cessation of market activities and any losses in connection therewith) incurred or suffered by any such person or incurred by the Project Company arising entity directly or indirectly out arising from, by reason of, or in connection with: bodily injury, sickness, disease or death (i) any breach by Lender of any person whatsoever; of its representations or damage to warranties contained in Section 7 or loss (ii) any breach by Lender of any property, real or personal (other than with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under covenants or agreements in this Agreement or the O&M Services(including, unless without limitation, Section 8(c)). (b) Borrower hereby agrees to indemnify and to the extent attributable to any negligencehold harmless Lender and its affiliates and its former, wilful actpresent and future directors, breach of this Agreement by the Project Companyofficers, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies employees and holds harmless the O&M Contractor other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or incurred by the O&M Contractor arising entity directly or indirectly out of arising from, by reason of, or in respect connection with (i) any breach by Borrower of bodily injury, sickness, disease any of its representations or death, warranties contained in Section 7 or (ii) any breach by Borrower of any of its covenants or agreements in this Agreement. (c) 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 extent that such Loss arises out of or in the course of or by reason attention of the acts or omissions party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the Project Company in existence and amount thereof; provided that the performance or non-performance failure of its obligations the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, unless and except to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor RepresentativeIndemnifying Party is materially prejudiced thereby. Each The Indemnifying Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, promptly notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on 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 part of initial notification from the Indemnified Party; provided that, if the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of reasonably cannot respond to such notificationnotice within 30 days, the Indemnifying Party may shall respond to the Indemnified Party as soon thereafter as reasonably possible. (d) An Indemnifying Party shall be entitled to participate in and, if (i) in the good faith judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its own cost and in consultation with the Indemnified Partyexpense, conduct but such proceedings or claim and any negotiations for the settlement thereof in the name of defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. A right to indemnification An Indemnified Party shall not make any settlement of any claim or litigation under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf Section 12 without the written consent of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedParty.

Indemnities. The O&M Contractor indemnifies and holds harmless In the Project Company from and against all Losses which may be suffered or incurred by the Project Company arising directly or indirectly out of, or in connection with: bodily injury, sickness, disease or death event of any person whatsoever; or damage registered offering of Ordinary Shares pursuant to or loss of any propertythis Section 2: 2.7.1 the Company will indemnify and hold harmless, real or personal (other than with respect to the Facilityfullest extent permitted by law, any Holder and any underwriter for such Holder, and each person, if any, who controls the Holder (including its officers, directors, employees, agents and representatives (such as legal counsel and accountants), to the extent applicable) or such underwriter, from and against any and all losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Holder (including its officers, directors, employees, agents and representatives (such as legal counsel and accountants), to the extent applicable) or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or 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 are made, not misleading, and the Company will reimburse the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any 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; provided, however, that the Company will not be liable in any such Loss case to the extent that any 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 in writing by a Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the course indemnity agreement contained in this subsection 2.7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party selling shareholder, the underwriter or by reason any controlling person of the selling shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling shareholder. Such indemnity shall survive the transfer of securities by a selling shareholder. 2.7.2 Each Holder participating in a registration hereunder will indemnify and hold harmless the Company (including its officers, directors, employees, agents and representatives (such as legal counsel and accountants), to the extent applicable), each other Holder participating in such registration, any underwriter for the Company, or for any such other Holder, and each person, if any, who controls the Company or such underwriter or such other Holder, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder's consent) to which the Company (including its officers, directors, employees, agents and representatives (such as legal counsel and accountants), to the extent applicable) or any such controlling person and/or any such underwriter and/or such other Holder 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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, and each such Holder will reimburse the Company (including its officers, directors, employees, agents and representatives (such as legal counsel and accountants), to the extent applicable), each other Holder participating in such registration, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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 is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the Final Prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the Final Prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the Indemnifying Party knew indemnity agreement contained in this subsection 2.7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or should have known action if such settlement is effected without the consent of the matterHolders, fact as the case may be, which consent shall not be unreasonably withheld[; and provided, further, that in the event that the Company shall have amended or circumstance supplemented any preliminary prospectus and furnished such amendments or supplements to the Holders, the foregoing indemnity agreement with respect to such preliminary prospectus shall not inure to the benefit of any Holder, if such Holder did not send or give a copy of the amended or supplemented prospectus to the person asserting the losses, claims, damages or liabilities (the "Claiming Person") with respect to which the indemnification is sought, provided however, that the amended or supplemented prospectus would have cured the defect giving rise to such loss, claim, damage or liability, and that the Loss Company provided the amended or supplemented prospectus to the Holders prior to the written confirmation of the sale of the shares to the Claiming Person.] In no event shall the liability of a Holder exceed the net proceeds from the offering received by such ▇▇▇▇▇▇. 2.7.3 Promptly after receipt by an indemnified party pursuant to the provisions of Sections 2.7.1 or 2.7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 2.7.1 or 2.7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and there is a conflict of interests which would prevent counsel for which indemnification is claimed.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 Sections 2.7.1 or

Indemnities. In the event of any registered offering of Common Stock pursuant to this Section 5 (for the purposes of this Section 5.4, the Common Holders and holders of Other Registrable Shares shall also be referred to as “Holders” and “Registrable Shares” shall include Other Registrable Shares): (a) The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Holder and any underwriter for such Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which the Holder or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered 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 the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 in writing by a Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the course indemnity agreement contained in this subsection 5.4(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor Company. Such indemnity shall remain in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless full force and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason effect regardless of any investigation made by or on behalf of the Indemnified Party selling stockholder, the underwriter or by reason any controlling person of the fact that selling stockholder or the Indemnifying Party knew or should have known underwriter, and regardless of any sale in connection with such offering by the matter, fact or circumstance giving rise to selling stockholder. Such indemnity shall survive the Loss for which indemnification is claimedtransfer of securities by a selling stockholder.

Indemnities. (a) The O&M Contractor indemnifies Fund agrees to indemnify, defend and holds hold Distributor, its officers and directors and any person who controls Distributor within the meaning of Section 15 of the Securities Act of 1933, free and harmless the Project Company from and against any and all Losses claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Distributor, its officers and directors or any such controlling person may be suffered or incurred by incur under the Project Company arising directly or indirectly out ofSecurities Act of 1933, or under the common law or otherwise, arising out of or based upon any alleged untrue statements of a material fact contained in connection with: bodily injurythe Fund's Registration Statement and Exhibits, sicknessProspectuses, disease or death Statement of Additional Information or arising out of or based upon any person whatsoeveralleged omission to state a material fact required to be stated in such documents or necessary to make the statements in them not misleading; or damage to or loss of any propertyprovided, real or personal (other than with respect to the Facility)however, that this indemnity, to the extent that it might require indemnity of a person who is an officer or director or controlling person of Distributor and who is also a director or officer of the Fund, shall not inure to the benefit of such Loss arises out officer or director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the course Securities Act of 1933; and further provided that in no event shall anything herein contained be so construed as to protect Distributor (or its officers and directors or any controlling persons) against any liability to the Fund or its stockholders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith or negligence, in the performance of its duties or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance its reckless disregard of its obligations and duties under this Agreement Agreement. The Fund's agreement to indemnify Distributor, its officers and directors and any such controlling person as aforesaid is expressly conditioned upon its being notified of any action brought against Distributor, its officers and directors or the O&M Servicesany such controlling person, unless and such notification to be given by letter or telegram address to the extent attributable Fund at its principal office in Omaha, Nebraska, and sent to any negligence, wilful act, breach of this Agreement it by the Project Companyperson against whom such action is brought, within ten (10) days after the Supplier, the Installation Contractor summons or any of their respective Representativeslegal process shall have been serviced. The Project Company indemnifies and holds harmless failure to so notify the O&M Contractor Fund of any such action shall not relieve it from and against all Losses any liability which it may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, have to the extent that person against whom such Loss arises out of or in the course of or action is brought by reason of any such alleged untrue statement or omission otherwise than on the acts or omissions account of the Project Company indemnity contained in the performance this paragraph. The Fund will be entitled at its election, to assume the defense of any suit brought to enforce any such claim, demand or non-performance liability, but, in such case, such defense shall be conducted by counsel of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement good standing chosen by the O&M Contractor or an O&M Contractor RepresentativeFund and approved by the Distributor. Each Party (In the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of event that the same, notify Fund does elect to assume the other Party (the "Indemnifying Party") defense of any proceedings or claim brought or made against such suit and retain counsel of good standing approved by the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notificationDistributor, the Indemnifying Party may at defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case Distributor does not approve of counsel chosen the Fund will reimburse Distributor, its own cost officers and directors, or the controlling person named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by Distributor or them. The indemnification contained in this paragraph and the representations and warranties in this Agreement shall remain operative and in consultation with the Indemnified Party, conduct such proceedings or claim full force and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason effect regardless of any investigation made by or on behalf of Distributor, its officers and directors, or any controlling person, and shall survive the Indemnified Party delivery of any Shares of the Fund hereunder. This indemnity will inure exclusively to Distributor's benefit, to the benefit of its successors, to the benefit of its officers and directors and their respective estates, and to the benefit of any controlling person and its successors. The Fund agrees promptly to notify Distributor of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issue and sale of its Shares. (b) The Distributor agrees to indemnify, defend and hold the Fund, its several officers and directors, and any person who controls the Fund within the meaning of the Section 15 of the Securities Act of 1933, free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Fund, its officers or directors, or any such controlling person may incur under the Securities Act of 1933 or under the common law or otherwise; but only to the extent that such liability or expense incurred by the Fund, its officers or directors or such controlling person resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained information furnished in writing by Distributor to the Fund for use in the Fund's Registration Statement and Exhibits, Prospectuses or Statement of Additional Information or shall arise out of or be based upon any alleged omission to stating material fact in connection with such information required to be stated in such document and necessary to make the statements in them not misleading. Distributor's agreement to indemnify the Fund, its officers and directors, and any such controlling person as aforesaid is expressly conditioned upon Distributor being notified of any action brought against Fund, its officers or directors, or any such controlling person, such notification to be given by letter or telegram addressed to the Distributor at its principal office in Omaha, Nebraska, and sent to it by the person against whom such action is brought, within ten (10) days after the summons or other first legal process shall have been served. Distributor shall have a right to control the defense of such action, with counsel of its own choosing, satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission on its part, and in any other event the Distributor or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. Failure to so notify Distributor of any such action shall not relieve Distributor from any liability which Distributor may have to the Fund, it officers or directors, or to such controlling person by reason of the fact that the Indemnifying Party knew such untrue statement or should have known omission on Distributor's part otherwise than on account of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedits indemnity contained in this paragraph.

Indemnities. In the event of any registered offering of shares of the Company pursuant to this Appendix A: 7.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Holder and any underwriter for such Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Holder or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact made by the Company itself contained in the registration statement or included in the prospectus, as amended or supplemented by the Company itself, or (ii) the omission of by the Company itself or alleged omission of the Company itself to state therein a material fact required to be suffered 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 the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that (i) such Loss violation was made in a preliminary prospectus and was corrected in a subsequent prospectus that was required by law to be delivered to the person making the claim with respect to which indemnification is sought hereunder, and such subsequent prospectus was made available by the Company to permit delivery of such prospectus in a timely manner, and such subsequent prospectus was so delivered to such person (ii) any 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 in writing by a Holder, such underwriter or such controlling persons in writing specifically for use in connection with such registration; provided further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided further, that the course indemnity agreement contained in this subsection 7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party selling Shareholder, the underwriter or by reason any controlling person of the fact selling Shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling Shareholder. Such indemnity shall survive the transfer of securities by a selling Shareholder for a period of five years, provided further, that the Indemnifying Party knew indemnity agreement contained in this subsection 7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or should have known action if such settlement is effected without the consent of the matterCompany, fact or circumstance giving rise which consent shall not be unreasonably withheld. In no event shall the liability of the Holder exceed the amount received by such Holder in such sale. 7.2 Each Holder participating in a registration hereunder will indemnify and hold harmless, to the Loss fullest extent permitted by law, the Company, its officers and directors, each other Holder participating in such registration and their partners, shareholders, directors or officers, any underwriter for the Company, or for any such other Holder, and each person, if any, who controls the Company or such underwriter or such other Holder, from and against any and all losses, damages, claims, liabilities, joint or several, costs or expenses (including any amounts paid in any settlement effected with the selling Shareholder's consent) to which the Company or any such controlling person and/or any such underwriter and/or such other Holder 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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, and each such Holder will reimburse the Company, its officers and directors and each other Holder participating in such registration and their partners, shareholders, directors or officers, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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 conformity with written information furnished by such Holder specifically for use in connection with such registration. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided further, that the indemnity agreement contained in this subsection 7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the indemnifying Holders, which consent shall not be unreasonably withheld. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, the underwriter or any controlling person of the Company or the underwriter. 7.3 Promptly after receipt by an indemnified party pursuant to the provisions of subsections 7.1 or 7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said subsection 7.1 or 7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and 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 to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said subsections 7.1 or 7.2 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 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 authorized 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 which 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. 7.4 If recovery is not available under the foregoing indemnification is claimedprovisions, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled, to the extent permitted under Applicable Law, to contribution to liabilities and expenses as more fully set forth in an underwriting agreement to be executed in connection with such registration. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the parties' relative faults, 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. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder.

Indemnities. (a) The O&M Contractor indemnifies Borrower hereby agrees to indemnify and holds hold harmless the Project Company Lender and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or incurred by the Project Company arising entity directly or indirectly out arising from, by reason of, or in connection with: bodily injury, sickness, disease or death (i) any breach by the Borrower of any person whatsoever; of its representations or damage to warranties contained in Section 7 or loss (ii) any breach by the Borrower of any property, real or personal (other than with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under covenants or agreements in this Agreement or the O&M Services, unless Agreement. (b) The Lender hereby agrees to indemnify and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds hold harmless the O&M Contractor Borrower and Ship Finance and their affiliates and their former, present and future directors, officers, employees and other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or incurred by the O&M Contractor arising entity directly or indirectly out of arising from, by reason of, or in respect connection with (i) any breach by the Borrower of bodily injury, sickness, disease any of its representations or death, warranties contained in Section 7 or (ii) any breach by the Borrower of any of its covenants or agreements in this Agreement. (c) 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 extent that such Loss arises out of or in the course of or by reason attention of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party party seeking indemnification hereunder (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same), notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of shall promptly notify the Indemnifying Party in writing of the existence and amount thereof; provided that the failure of the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Clause 10 (Indemnities)Agreement, except to the extent the Indemnifying Party is materially prejudiced thereby. Following receipt of The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such notificationclaim 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 may at its own cost and shall respond to the Indemnified Party as soon thereafter as reasonably possible. (d) An Indemnifying Party shall be entitled to participate in consultation 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, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, conduct be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such proceedings 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 claim and any negotiations for other expenses, in each case subsequently incurred by such Indemnified Party, in connection with the settlement defense thereof in other than reasonable costs of investigation. No Indemnifying Party shall, without the name prior written consent of the Indemnified Party. A right , effect the settlement or compromise of, or consent to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason the entry of any investigation made 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 or 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 the any Indemnified Party. An Indemnified Party shall not make any settlement of any claim or by reason litigation under this Section 12 without the written consent of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedParty.

Indemnities. The O&M Contractor indemnifies (a) Lender hereby agrees to indemnify and holds hold harmless the Project Company Borrower and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses (and losses relating to Borrower's market activities as a consequence of becoming, or of the risk of becoming, subject to Section 16(b) under the Exchange Act, 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 incurred by the Project Company arising entity directly or indirectly out arising from, by reason of, or in connection with: bodily injury, sickness, disease or death (i) any breach by Lender of any person whatsoever; of its representations or damage to warranties contained in Section 9 or loss (ii) any breach by Lender of any property, real or personal (other than with respect to the Facility), to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under covenants or agreements in this Agreement or the O&M ServicesAgreement. (b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, unless present and to the extent attributable to any negligencefuture directors, wilful actofficers, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies employees and holds harmless the O&M Contractor other agents and representatives from and against any and all Losses which may be liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or incurred by the O&M Contractor arising entity directly or indirectly out of arising from, by reason of, or in respect connection with (i) any breach by Borrower of bodily injury, sickness, disease any of its representations or death, warranties contained in Section 9 or (ii) any breach by Borrower of any of its covenants or agreements in this Agreement. (c) In case any claim or litigation which might give rise to any obligation of a party under this Section 14 (each an "INDEMNIFYING PARTY") shall come to the extent that such Loss arises out of or in the course of or by reason attention of the acts or omissions party seeking indemnification hereunder (the "INDEMNIFIED PARTY"), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the Project Company in existence and amount thereof; provided that the performance or non-performance failure of its obligations the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, unless and except to the extent attributable to any negligence, wilful act, breach of extend the Agreement by the O&M Contractor or an O&M Contractor RepresentativeIndemnifying Party is materially prejudiced thereby. Each The Indemnifying Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, promptly notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on in writing if it accepts such claim or litigation as being within its indemnification obligations under this Section 14. Such response shall be delivered no later than 30 days after the part of initial notification from the Indemnified Party; provided that, if the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of reasonably cannot respond to such notificationnotice within 30 days, the Indemnifying Party may shall respond to the Indemnified Party as soon thereafter as reasonably possible. (d) An Indemnifying Party shall be entitled to participate in and, if (i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its own cost and in consultation with the Indemnified Partyexpense, conduct but such proceedings or claim and any negotiations for the settlement thereof in the name of defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. A right to indemnification An Indemnified Party shall not make any settlement of any claim or litigation under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf Section 14 without the written consent of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedParty.

Indemnities. In the event of any registered offering of Registrable Securities pursuant to this Section 2 or Section 3: 2.8.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, each Holder, any underwriter of such Holder, each person, if any, who controls the Holder or such underwriter and each of the foregoing person’s respective officers, directors, employees, partners, members, attorneys, advisors, agents or other representatives (a “Holder Indemnified Party”), from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which any such Holder Indemnified Party may be suffered become subject under applicable law or incurred by the Project Company arising directly otherwise, insofar as such losses, damages, claims, liabilities (or indirectly out of, actions or proceedings in connection with: bodily injury, sickness, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facilitythereof), to the extent that such Loss arises costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the course of Registration Statement or by reason included in the prospectus, as amended or supplemented (ii) the omission or 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 acts circumstances in which they are made, not misleading and the Company will reimburse such Holder Indemnified Party promptly upon demand, for any reasonable documented, out-of-pocket legal or omissions any 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 or (iii) any violation of alleged violation by the Company of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project CompanySecurities Act, the Supplier, the Installation Contractor Exchange Act or any of their respective Representatives. The Project Company indemnifies and holds harmless state securities law or any rule or regulation thereunder, in connection with the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and ; provided that the Company will not be liable to any Holder Indemnified Party in any such case to the extent attributable that any 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 in writing by such Holder Indemnified Party claiming for indemnification in writing specifically for inclusion therein; provided, further, that the indemnity agreement contained in this subsection 2.8.1 shall not apply to amounts paid in settlement of any negligencesuch claim, wilful actloss, breach damage, liability or action if such settlement is effected without the consent of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") Company, which consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected unreasonably withheld, conditioned or deemed waived by reason 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. 2.8.2 Each Holder participating in a registration hereunder will furnish to the Company in writing any information regarding such Holder and his or by reason her intended method of distribution of Registrable Securities as the Company may reasonably request and will indemnify and hold harmless the Company, any underwriter for the Company, any other person participating in the distribution, each person, if any, who controls the Company, such underwriter 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 and all losses, damages, claims, liabilities, costs or expenses (including any 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, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact that contained in the Indemnifying Party knew Registration Statement or should have known 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 mattercircumstances in which they were made, fact or circumstance giving rise not misleading, but, in each case, only to the Loss extent of such information relating to such Holder and provided in writing by such Holder, and each such Holder will reimburse such Company Indemnified Party promptly upon demand, for any reasonable legal or 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 subsection 2.8.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 2.8.3 Promptly after receipt by an indemnified party pursuant to the provisions of Sections 2.8.1 or 2.8.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 2.8.1 or 2.8.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability 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 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 Sections 2.8.1 or 2.8.2 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 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 authorized 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. 2.8.4 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 claimedappropriate 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. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder. 2.8.5 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 Section 2.8 from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnities. In the event of any registered offering of Ordinary Shares pursuant to this Agreement: 8.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, the Holder and any underwriter for the Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs, and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Holder or any such underwriter or controlling person 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 are based (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered started therein or necessary to make the statement therein, in the light of the circumstances in which they are made, not misleading, and the Company will reimburse the Holder, such underwriter, and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out ofthem in connection with investigating, preparing to defend, or defending against, or appearing as a third-party witness in connection with: bodily injurywith such loss, sicknessclaim, disease damage, liability, action, or death of proceeding; PROVIDED, HOWEVER, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such cease to the extent that any such Loss loss, damage, liability, cost, or expense arises solely out of or is based solely upon an untrue statement or alleged untrue statement, or omission or alleged omission, so made in conformity with information furnished to the course Company in writing by the Holder, such underwriter, or such controlling persons in writing specifically for inclusion therein; PROVIDED, FURTHER, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; and PROVIDED, FURTHER, that the indemnity agreement contained in this Sub-Section 8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party Holder, the underwriter, or by reason any controlling, person of the Holder or the underwriter, and regardless of any sale in connection with such offering by the Holder. Such indemnity shall survive the transfer of securities by a Holder. 8.2 The Holder participating in a registration hereunder will indemnify and hold harmless the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs, or expenses (including any amount paid in any settlement effected with the Holder's consent) to which the Company or any such controlling person and/or any such underwriter may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs, or expense arise out of or are based on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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 started therein or necessary to make the statements therein, in the light of the circumstance in which they were made, not misleading, and the Holder will reimburse the Company, any underwriter, and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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, 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 in a certificate by the Holder specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement), or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective in the Final Prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the Final Prospectus was not furnished to the person or entity asserting the loss, liability, claim, or damage at or prior to the time such furnishing is required by the Security Act; PROVIDED, FURTHER, that this indemnity shall not be deemed to relive any underwriter of any of its due diligence obligations; PROVIDED, FURTHER, that the Indemnifying Party knew indemnity agreement contained in this Sub-Section 8.2 shall not apply to amounts paid in settlement of any such claim loss, damage, liability, or should have known action if such settlement is effected without the consent of the matterHolder, fact or circumstance giving rise as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of the Holder exceed the gross proceeds from the offering received by the Holder. 8.3 Promptly after receipt by an indemnified party pursuant to the Loss provisions of Section 8.1 of 8.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 8.1 or 8.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party shall only relieve it from any liability which it may have to any indemnified party to the extent that such indemnifying party has been damaged by such omission to notify 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 defense thereof with counsel reasonably satisfactory to such indemnified party; PROVIDED, HOWEVER, that if the defendants in any action include both the indemnified party and the indemnifying party and if in the reasonable judgment of the indemnified party there are separate defenses that are available to the indemnified party or there is a conflict of interest 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, at the expense of the indemnifying party, separate counsel to participate in the defense of such action on behalf of such indemnified party or parties; PROVIDED, FURTHER, HOWEVER, that if the Holder are the indemnified party, the Holder shall be entitled to one separate counsel at the expense of the Company and if underwriters are also indemnified parties who are entitled to counsel separate from the indemnifying party, then all underwriters as a group shall be entitled to one separate counsel at the expense of the Company. 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 Section 8.1 or 8.2 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 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 authorized 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 of enter into any settlement which 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. 8.4 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 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 was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable consideration appropriate under the circumstances. In no event shall any party that is claimedfound liable for fraudulent misrepresentation within the meaning of Section 1(f) of the Securities Act be entitled to contribution hereunder from any party not found so liable, and in no event shall any contribution from any Holder be more than the gross proceeds from the offering received by such Holder.

Indemnities. The O&M Contractor indemnifies Subject to clause 9 and holds harmless the Project Company from to compliance by Customer with clause 8.3, IHS Markit shall indemnify Customer against each loss, liability and against all Losses which may be suffered cost (including reasonable legal costs and attorneys’ fees) that Customer incurs or incurred by the Project Company becomes liable for arising directly or indirectly out of, of a claim of infringement of an Intellectual Property Right howsoever arising as a result of or in connection with: bodily injurywith the use of the Outputs and any other Deliverables or any part of them by the Customer in accordance with this Agreement (including, sicknesswithout limitation, disease each loss, liability and cost incurred as a result of defending or death settling such claim). Subject to clause 9 and to compliance by IHS Markit with clause 8.3, Customer shall indemnify IHS Markit against each loss, liability and cost (including reasonable legal costs and attorneys’ fees) that IHS Markit incurs or becomes liable for arising out of a claim of (a) infringement of an Intellectual Property Right howsoever arising as a result of or in connection with the receipt or use of the Customer Data or any part of it in accordance with this Agreement (including, without limitation, each loss, liability and cost incurred as a result of defending or settling such claim); or (b) by a third party in connection with any third party's access or use of any person whatsoever; of the Services (or damage any data forming part of the Services) permitted or suffered by Subscriber or its Affiliates (excluding claims covered under 8.2(a)). If a party (“Indemnified”) becomes aware of a matter which might give rise to a claim against it as contemplated under clause 8.1 or loss 8.2: the Indemnified shall promptly notify the other party (“Indemnifier”) of any property, real or personal (other than the matter and consult with the Indemnifier with respect to the Facilitymatter; provided, any failure by the Indemnified to provide such notice will not relieve the Indemnifier of its indemnification obligations under this Agreement except to the extent the Indemnifier can demonstrate actual, material prejudice to its ability to mount a defence as a result of such failure. the Indemnified shall provide to the Indemnifier and its advisors reasonable access to premises and personnel and to all relevant assets, documents and records that it possesses or controls as may be necessary or expedient in order for the Indemnifier to properly deal with such claim; the Indemnified shall: take any action and institute any proceedings, and give any information and assistance the Indemnifier may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter, or enforce against a person (other than the Indemnified) Indemnifier’s rights in relation to the matter; and if the Indemnifier so requests, allow the Indemnifier the exclusive conduct of the proceedings, in each case provided that the Indemnifier shall indemnify the Indemnified for all reasonable costs incurred as a result of such request or choice, and the Indemnified may retain its own counsel at the reasonable cost of the Indemnifier in the event of a bona fide conflict of interest in relation to the indemnified matter where the Indemnifier assumes exclusive conduct of the proceedings as aforesaid. The Indemnified shall not admit liability in respect of or settle the matter nor otherwise knowingly prejudice the defence of the claim without first obtaining the Indemnifier’s written consent (not to be unreasonably withheld or delayed). Notwithstanding the indemnities in this clause 8, the Indemnified shall be obliged to mitigate such losses as it may incur in respect of such indemnified matters. Neither party's liability is excluded or limited by any provision of this Agreement for: death or personal injury caused by the party's negligence or the negligence of the party's employees or agents; breach of the limitations on use of the Outputs fraudulent misrepresentation; or an obligation to pay sums properly due and owing to the other in the course of normal performance of this Agreement. Subject to clause 9.1, neither party shall be liable to the other under or in relation to this Agreement or the Services (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any loss of or damage to: profits, sales, turnover, contracts, customers, business, reputation, software, data, wasted management or other staff time, losses or liabilities under any other contracts or any indirect, special or consequential loss or damage: regardless of whether the relevant party was aware of the possibility of such matter. The term "loss" as used herein includes a partial loss or reduction in value as well as a complete or total loss. Subject to clauses 9.1 and 9.2, each party’s total liability arising from or in connection with this Agreement (and whether the liability arises because of breach of contract, negligence, misrepresentation or for any other reason) shall be limited to the annual Fees payable by Customer in respect of the year in which the relevant liability arises. Customer recognises that the Outputs (and any other Deliverables) are performance analysis tools designed to assist in the making of investment decisions and the management of securities portfolios, but that Customer shall have and bear sole and complete responsibility for all such decisions and management. Accordingly, IHS Markit will not be liable under this Agreement (even where any other term of this Agreement might suggest otherwise) or in tort (including negligence) or otherwise for any losses, damages, expenses, legal actions or claims whatsoever incurred or sustained by Customer relating to the quality or appropriateness of any analysis, recommendations, advice or decisions made (in whole or in part) with the aid of any Output (or other Deliverable). Each party (a) acknowledges that, in entering into this Agreement, it has not relied on any representation or warranty made by the other party that has not been set out in this Agreement; (b) agrees that it will not rely on any representation or warranty made by the other party except to the extent that such Loss arises out of the representation or warranty concerned is contained in the course of this Agreement; and (c) no conditions, warranties or by reason of the acts other terms apply to any Services or omissions of the O&M Contractor in the performance or non-performance of its obligations Deliverables supplied under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, except to the extent that such Loss arises they are expressly set out of in this Agreement. No implied conditions, warranties or other terms shall apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description). IHS Markit DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF ANY DELIVERABLE SUPPLIED BY IT OR ANY INFORMATION INCLUDED THEREIN. IHS Markit MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL WARRANTIES AS TO RESULTS TO BE OBTAINED BY CUSTOMER OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DELIVERABLES SUPPLIED BY IHS Markit OR ANY INFORMATION INCLUDED THEREIN. IHS Markit MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DELIVERABLES SUPPLIED BY IHS Markit OR ANY INFORMATION INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL IHS Markit HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Where the Outputs are identified in the course Booking Form as being provided through a third party’s data service or otherwise provided through a third party service, IHS Markit shall have no liability or responsibility to Customer for the quality, functionality or any other aspect of such service, or the accuracy, timeliness or completeness of Outputs received by reason Customer through such service, and Customer shall be solely responsible for maintaining a services agreement directly with the provider of such service for usage of Outputs. Customer agrees not to make any claim against such third party service provider in relation to any aspect of the acts Outputs, including quality, fitness for purpose or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation conformance with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimeddescription thereof.

Indemnities. The O&M Contractor indemnifies 9.1 With effect from Completion and holds harmless the Project Company from and against all Losses which may be suffered or incurred by the Project Company arising directly or indirectly out of, or in connection with: bodily injury, sickness, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect subject to the FacilityPurchaser complying with the provisions of this clause 9, the Vendors, severally and proportionately agree to indemnify the Purchaser against, and to pay to the Purchaser an amount equal to, all direct losses, claims, demands, reasonably and properly incurred third party expenses and costs (excluding any recoverable VAT) that the Purchaser and/or any Purchaser Group Company may incur or suffer at any time or from time to time (including all payments, legal and other costs and expenses, in each case to the extent reasonably and properly incurred, and payable to third parties), to the extent arising directly as a result of an Employee Claim (the “Indemnity Claim”). 9.2 The Purchaser shall promptly give written notice to the Vendors’ Representative containing details of: (a) anything which indicates that such Loss arises out of the Purchaser (or in the course of or by reason any member of the acts Purchaser’s Group) has or omissions is reasonably likely to have an Indemnity Claim; (b) any claim, action or demand by a third party made against any member of the O&M Contractor Purchaser’s Group which has given, or is reasonably likely to give, rise to an Indemnity Claim (“Indemnity Defendant Claim”); or (c) any right which any member of the Purchaser’s Group has, or becomes entitled to, (whether under any insurance policy or otherwise) to recover from any third party any sum in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable relation to any negligencefact, wilful actmatter, breach of this Agreement by the Project Companyevent or circumstance that has given, the Supplieror is reasonably likely to give, the Installation Contractor rise to an Indemnity Claim (“Indemnity Recovery Claim”). 9.3 In relation to any Indemnity Defendant Claim or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or Indemnity Recovery Claim (except in respect of bodily injury, sickness, disease or death, each case to the extent that it is in respect of Tax): (a) the Vendors’ Representative may, by notice in writing to the Purchaser, elect to take conduct of that Indemnity Defendant Claim or Indemnity Recovery Claim, including the right, with the prior consent of Purchaser (such Loss arises out consent not to be unreasonably withheld, conditioned or delayed), to settle that Indemnity Defendant Claim or Indemnity Recovery Claim; (b) the Purchaser shall not and will procure that no Purchaser Group Company shall, make any admission of liability, agreement, settlement or compromise in relation to an Indemnity Defendant Claim or Indemnity Recovery Claim, without the prior written consent of the Vendors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); (c) the Purchaser shall without undue delay notify the Vendors’ Representative of any information or correspondence coming into its possession or into the possession of the Company (or its respective advisers) in respect of that Indemnity Defendant Claim or Indemnity Recovery Claim; (d) the Vendors’ Representative shall, if it elects to take conduct pursuant to clause 9.3(a), from time to time keep the Purchaser reasonably informed of the conduct of that Indemnity Defendant Claim or Indemnity Recovery Claim, including notification of the terms of any proposed resolution of the same; (e) the Purchaser shall and will procure that the relevant Purchaser Group Company shall, at Vendors’ cost, during normal business hours give, or cause to be given, to the Vendors all such assistance as the Vendors may reasonably require for the conduct of that Indemnity Defendant Claim or Indemnity Recovery Claim, including instructing, at no cost to the Purchaser or its Group, such solicitors or other professional advisers as the Vendors may nominate to act on behalf of the Purchaser and/or the Company, as the case may be (but in accordance with the sole instructions of the Vendors’ Representative); and (f) the Purchaser shall and will procure that the relevant Purchaser Group Company shall, at the Vendors’ cost, during normal business hours give to the Vendors (or its agents), on reasonable written notice, reasonable access to any such papers, records, personnel and premises of the Purchaser and/or the relevant Purchaser Group Company as may be reasonably requested by the Vendors’ Representative (or its agents) as being necessary to the conduct of any part of that Indemnity Defendant Claim or Indemnity Recovery Claim, provided that nothing in this clause 9.3 shall oblige the Purchaser to: (a) provide or allow access to any documents, records, correspondence, accounts or other information that are legally privileged in relation to any possible or actual Indemnity Claim; or (b) take any action which, in the course of or by reason reasonable opinion of the acts or omissions Purchaser, will have a material and demonstrable adverse impact on the legitimate business interests of any member of the Project Company in Purchaser’s Group. 9.4 Failure by the performance or non-performance of Purchaser to comply with its obligations under this Agreementin clause 9.3 in relation to an Indemnity Claim shall not relieve Vendors from their liability in respect of such Indemnity Claim, unless and save to the extent attributable that the liability of the Vendors is increased as a result of such failure, and then only by the amount of such increase. 9.5 The Vendors shall not be liable for any Indemnity Claim to the extent that the matter or thing giving rise to such Indemnity Claim (including, if relevant, an Indemnity Defendant Claim) is specifically provided for in the Completion Accounts. 9.6 In respect of any negligenceIndemnity Claim, wilful actthe Purchaser shall not and shall procure that no Purchaser Group Company (including, following Completion, the Company) shall intentionally and/or deliberately take any action or deliberately fail to take any action that may reasonably give rise to an event that would cause an Indemnity Claim, including (but not limited to) notifying or informing any current or former employee of the Company and/or any Governmental Authority of the potential to threaten or commence an Employee Claim. For the avoidance of doubt, the requirement for this Agreement to be publically filed under Applicable Law shall not be deemed to be a breach of this Clause 9.6. 9.7 The Purchaser shall, and shall procure that the Agreement by Purchaser's Group (including, following Completion, the O&M Contractor or an O&M Contractor Representative. Each Party (Company) shall, use its reasonable endeavours to mitigate the "Indemnified Party") shall as soon as reasonably practicable on becoming aware extent of the samelosses, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which claims and demands it may suffer that may give rise to an Indemnity Claim provided that it shall not be required to take any action which would reasonably be considered to be materially detrimental to the commercial reputation and/or business of the Purchaser's Group. 9.8 The aggregate liability of the Vendors in respect of all Indemnity Claims shall not exceed €500,000. 9.9 The Vendors shall not be liable for an Indemnity Claim unless notification of such Indemnity Claim pursuant to clause 9.2 has been deemed served on the part Vendors' Representative not later than 36 months from Completion. 9.10 The liability of the Indemnifying Party under this Clause 10 Vendors in respect of an Indemnity Claim shall absolutely terminate (Indemnities). Following receipt if that Indemnity Claim has not been previously satisfied, settled or withdrawn) if legal proceedings in respect of that Indemnity Claim have not been initiated or commenced within six months after the date such notificationIndemnity Claim was duly notified to the Vendors’ Representative pursuant to clauses 9.2 and 9.8 above (save in respect of a claim in respect of a contingent, future or unascertainable liability, in which case such six month period shall commence on the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact date that the Indemnifying Party knew liability becomes an actual liability or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedextent that the claim relates to Tax).

Indemnities. (1) The O&M Contractor indemnifies Corporation hereby covenants and holds agrees to protect, indemnify and hold harmless each of the Project Company Agent and its affiliates, directors, officers and employees, solicitors and agents (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") from and against all Losses which may be suffered losses (except for loss of profits), claims, costs, actions, proceedings, expenses, damages or liabilities of whatever nature or kind, including any investigation expenses incurred by the Project Company an Indemnified Party which they may suffer or incur caused by or arising directly or indirectly out by reason of, : (a) any representation or warranty made by the Corporation to the Agent or the Purchasers not being true; (b) the Corporation's failure to comply with any requirement of any applicable securities law or regulatory requirements of any of the Qualifying Jurisdictions in connection with: bodily injurywith the Offering; or (c) the Corporation's failure to comply with any of its obligations hereunder, sickness, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to provided that the Facility), Corporation shall not be liable under this Section 9 to the extent that a court of competent jurisdiction shall have determined by a final judgement that such Loss arises out of loss, claim, cost, damage or in liability resulted from any act or failure to act undertaken or omitted to be undertaken by the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of Indemnified Party through its obligations under this Agreement or the O&M Servicesbad faith, unless and to the extent attributable to any gross negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor misconduct or fraud. (2) If any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and action or claim shall be asserted against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or an Indemnified Party in respect of bodily injury, sickness, disease or death, which indemnity may be sought from the Corporation pursuant to the extent that such Loss arises out of provisions hereof, or in the course of or if any potential claim contemplated by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and section shall come to the extent attributable to any negligence, wilful act, breach knowledge of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on shall promptly notify the part Corporation in writing of the Indemnifying Party nature of such action or claim (provided that any failure to so notify shall not affect the Corporation's liability under this Clause 10 (Indemnitiesparagraph unless such delay has prejudiced the defence to such claim). Following receipt of such notificationThe Corporation shall be entitled but not obliged to participate in or assume the defence thereof, provided, however that the Indemnifying Party may at its own cost and in consultation with defence shall be through legal counsel acceptable to the Indemnified Party, conduct acting reasonably and shall be commenced without undue delay. In addition, the Indemnified Party shall also have the right to employ separate counsel, acceptable to the Corporation, acting reasonably, in any such proceedings action and participate in the defence thereof, and the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Corporation; (ii) the Indemnified Party has been advised by counsel, that representation of the Corporation and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them; (iii) the Corporation has failed within a reasonable time after receipt of such written notice to assume the defence of such action or claim, or (iv) there are one or more legal defences available to the Indemnified Party that are different from or in addition to those available to the Corporation. It is understood and agreed that the Corporation shall not in connection with any suit in. the same jurisdiction, be liable for the legal fees and expenses of more than one separate legal firm to represent the Indemnified Parties. Neither party shall effect any settlement of any such action or claim and or make any negotiations for admission of liability without the settlement thereof in the name written consent of the Indemnified Partyother party, such consent not to be unreasonably withheld or delayed. A right to indemnification under this Clause 10 (Indemnities) will The indemnity hereby provided for shall remain in full force and effect and shall not be limited to or affected or deemed waived by reason any other indemnity in respect of any investigation made matters specified in this section obtained by or the Indemnified Party from any other person. (3) To the extent that any Indemnified Party is not a party to this agreement the Agent shall obtain and hold the right and benefit of this section in trust for and on behalf of such Indemnified Party. (4) The Corporation hereby consents to personal jurisdiction and service and venue in any court in which any claim which is subject to indemnification hereunder is brought against the Agent or any Indemnified Party or by reason and to the assignment of the fact benefit of this section to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Indemnifying Corporation's right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (5) The Corporation hereby confirms that an Indemnified Party knew is not required to proceed against or should have known of the matterenforce any other right, fact power, remedy or circumstance giving rise to the Loss for which indemnification is claimedsecurity or claim payment from or against any other person before making a Claim hereunder.

Indemnities. (a) The O&M Contractor indemnifies Fund agrees to indemnify, defend and holds hold Distributor, its officers and directors and any person who controls Distributor within the meaning of Section 15 of the Securities Act of 1933, free and harmless the Project Company from and against any and all Losses claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Distributor, its officers and directors or any such controlling person may be suffered or incurred by incur under the Project Company arising directly or indirectly out ofSecurities Act of 1933, or under the common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in connection with: bodily injurythe Fund's Registration Statement or Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading; providing, sicknesshowever, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility)that this indemnity, to the extent that it might require indemnity of any person who is an officer or director or controlling person of Distributor and who is also a director or officer of the Fund, shall not inure to the benefit of such Loss arises out officer or director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the course Securities Act of 1933; and further provided, that in no event shall anything herein contained be so construed as to protect Distributor (or its officers and directors or any controlling persons) against any liability to the Fund or its security holders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of its duties or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance its reckless disregard of its obligations and duties under this Agreement Agreement. The Fund's agreement to indemnify Distributor, its officers and directors and any such controlling person as aforesaid is expressly conditioned upon its being notified of any action brought against Distributor, its officers and directors or any such controlling person, such notification to be given by letter or telegram addressed to the Fund at its principal office in Omaha, Nebraska, and sent to it by the person against whom such action is brought, within ten (10) days after the summons or other legal process shall have been served. The failure to so notify the Fund of any such action shall not relieve it from any liability which it may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of the indemnity contained in this paragraph. The Fund will be entitled, at its election, to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by Distributor. In the event the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by the Distributor, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case Distributor does not approve of counsel chosen by the Fund, the Fund will reimburse Distributor, its officers and directors, or the O&M Servicescontrolling person named as defendant or defendants in such suit, unless for the reasonable fees and expenses of any counsel retained by Distributor or them. This indemnity will inure exclusively to Distributor's benefit, to the benefit of its successors, to the benefit of its officers and directors and their respective estates, and to the extent attributable benefit of any controlling person and its successors. The Fund agrees to notify the Distributor promptly of the commencement of any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor litigation or proceedings against it or any of their respective Representatives. The Project Company indemnifies its officers or directors in connection with the issue and holds sale of any of its Shares. (b) Distributor agrees to indemnify, defend and hold the Fund, its several officers and directors, and any person who controls the Fund within the meaning of Section 15 of the Securities Act of 1933, free and harmless the O&M Contractor from and against any and all Losses claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its officers or directors, or any such controlling person may be suffered incur under the Securities Act of 1933 or incurred by under the O&M Contractor arising directly common law or indirectly out of or in respect of bodily injury, sickness, disease or death, otherwise: but only to the extent that such Loss arises liability or expense incurred by the Fund, its officers or directors, or such controlling person resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained in information furnished in writing by Distributor to the Fund for use in the course Fund's Registration Statement or Prospectus or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading. Distributor's agreement to indemnify the Fund, its officers and directors, and any such controlling person is expressly conditioned upon its being notified of any action brought against the Fund, its officers and directors and any such controlling person, such notification to be given by reason letter or telegram addressed to Distributor at its principal office in Omaha, Nebraska, and sent to it by the person against whom such action is brought, within ten (10) days after the summons or other first legal process shall have been served. Distributor shall have a right to control the defense of such action, with counsel of its own choosing, satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission on its part, and in any other event Distributor or such controlling person shall each have the right to participate in the defense or preparation of the acts or omissions defense of the Project Company in the performance or non-performance any such action. The failure to so notify Distributor of its obligations under this Agreement, unless and any such action shall not relieve Distributor from any liability which Distributor may have to the extent attributable Fund, its officers or directors, or to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived controlling person by reason of any investigation made by such untrue statement or omission on behalf Distributor's part otherwise than on account of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedits indemnity contained in this paragraph.

Indemnities. In the event of any registered offering of Registrable Securities pursuant to this Section 2: 2.7.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, the Holder, any underwriter of the Holder, each person, if any, who controls the Holder or such underwriter and each of the foregoing person’s respective officers, directors, employees, partners, members, attorneys, advisors, agents or other representatives (a “Holder Indemnified Party”), from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which any such Holder Indemnified Party may be suffered become subject under applicable law or incurred by the Project Company arising directly otherwise, insofar as such losses, damages, claims, liabilities (or indirectly out of, actions or proceedings in connection with: bodily injury, sickness, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facilitythereof), to the extent that such Loss arises costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the course of Registration Statement or by reason included in the prospectus, as amended or supplemented, (ii) the omission or 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 acts circumstances in which they are made, not misleading and the Company will reimburse such Holder Indemnified Party promptly upon demand, for any reasonable documented, out-of-pocket legal or omissions any 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 or (iii) any violation of alleged violation by the Company of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project CompanySecurities Act, the Supplier, the Installation Contractor Exchange Act or any of their respective Representatives. The Project Company indemnifies and holds harmless state securities law or any rule or regulation thereunder, in connection with the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and ; provided that the Company will not be liable to any Holder Indemnified Party in any such case to the extent attributable that any 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 in writing by such Holder Indemnified Party claiming for indemnification in writing specifically for inclusion therein; provided, further, that the indemnity agreement contained in this subsection 2.7.1 shall not apply to amounts paid in settlement of any negligencesuch claim, wilful actloss, breach damage, liability or action if such settlement is effected without the consent of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") Company, which consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected unreasonably withheld, conditioned or deemed waived by reason 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. 2.7.2 The Holder will furnish to the Company in writing any information regarding the Holder and its intended method of distribution of Registrable Securities as the Company may reasonably request and will indemnify and hold harmless the Company, any underwriter for the Company, any other person participating in the distribution, each person, if any, who controls the Company, such underwriter or by reason 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 and all losses, damages, claims, liabilities, costs or expenses (including any 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, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact that contained in the Indemnifying Party knew Registration Statement or should have known 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 mattercircumstances in which they were made, fact or circumstance giving rise not misleading, but, in each case, only to the Loss extent of such information relating to the Holder and provided in writing by the Holder, and the Holder will reimburse such Company Indemnified Party promptly upon demand, for any reasonable legal or 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 the Holder specifically for inclusion therein. The indemnity agreement contained in this subsection 2.7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the liability of the Holder exceed the net proceeds from the offering received by the Holder. 2.7.3 Promptly after receipt by an indemnified party pursuant to the provisions of Sections 2.7.1 or 2.7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 2.7.1 or 2.7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability 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 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 Sections 2.7.1 or 2.7.2 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 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 authorized 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. 2.7.4 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 claimedappropriate 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. In no event shall the liability of the Holder exceed the net proceeds from the offering received by the Holder. 2.7.5 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 Section 2.7 from any person or entity who was not guilty of such fraudulent misrepresentation.

Indemnities. The O&M Contractor indemnifies (a) Delek-Big Sandy sh▇▇▇ ▇efend, indemnify and holds hold harmless Delek Refining, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the Project Company “Delek Refining Indemnitees”) from and against all Losses which may be suffered or incurred by the Project Company arising any Liabilities directly or indirectly arising out of, of (i) any breach by Delek-Big Sandy of ▇▇▇ covenant or agreement contained herein or made in connection herewith or any representation or warranty of Delek-Big Sandy ma▇▇ ▇▇rein or in connection with: bodily herewith proving to be false or misleading, (ii) any failure by Delek Big-Sandy, i▇▇ ▇▇filiates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, sicknessdisease, disease or death of any person whatsoever; Person or damage to or loss of any property, real fine or personal (other than with respect to penalty, any of which is caused by Delek-Big Sandy, i▇▇ ▇▇filiates or any of their respective employees, representatives, agents or contractors in the Facility)exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Products hereunder, except to the extent that such Loss arises out injury, disease, death, or damage to or loss of property was caused by the gross negligence or in willful misconduct on the course of or by reason part of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M ServicesDelek Refining Indemnitees, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor their Affiliates or any of their respective Representativesemployees, representatives, agents or contractors. The Project Company indemnifies Notwithstanding the foregoing, Delek-Big Sandy’s liability to the Delek Refining Indemnitees pursuant to this Section 20(a) shall be net of any insurance proceeds actually received by the Delek Refining Indemnitee or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. Delek Refining agrees that it shall, and holds shall cause the other Delek Refining Indemnitees to, (а) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Delek Refining Indemnitees are entitled with respect to or on account of any such damage or injury, (b) notify Delek-Big Sandy of ▇▇▇ potential claims against any third Person for any such insurance proceeds, and (c) keep Delek-Big Sandy fu▇▇▇ ▇nformed of the efforts of the Delek Refining Indemnitees in pursuing collection of such insurance proceeds. (b) Delek Refining shall defend, indemnify and hold harmless Delek-Big Sandy, i▇▇ ▇▇filiates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the O&M Contractor “Delek-Big Sandy In▇▇▇▇▇tees”) from and against all Losses which may be suffered or incurred by the O&M Contractor arising any Liabilities directly or indirectly arising out of (i) any breach by Delek Refining of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Delek Refining made herein or in respect connection herewith proving to be false or misleading, (ii) any failure by Delek Refining, its Affiliates or any of bodily their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, sicknessdisease, disease or deathdeath of any Person or damage to or loss of any property, fine or penalty, any of which is caused by Delek Refining, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Products hereunder, except to the extent that such Loss arises out injury, disease, death, or damage to or loss of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement property was caused by the O&M Contractor gross negligence or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability willful misconduct on the part of the Indemnifying Party under Delek-Big Sandy In▇▇▇▇▇tees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, Delek Refining’s liability to the Delek- Big Sandy In▇▇▇▇▇tees pursuant to this Clause 10 Section 20(b) shall be net of any insurance proceeds actually received by the Delek-Big Sandy In▇▇▇▇▇tees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. Delek-Big Sandy ag▇▇▇▇ that it shall, and shall cause the other Delek-Big Sandy In▇▇▇▇▇tees to, (Indemnities). Following receipt а) use all commercially reasonable efforts to pursue the collection of all insurance proceeds to which any of the Delek-Big Sandy In▇▇▇▇▇tees are entitled with respect to or on account of any such damage or injury, (b) notify Delek Refining of all potential claims against any third Person for any such insurance proceeds, and (c) keep Delek Refining fully informed of the efforts of the Delek-Big Sandy In▇▇▇▇▇tees in pursuing collection of such notificationinsurance proceeds. (c) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, the Indemnifying Party may at its own cost and in consultation with the Indemnified PartyCONCURRENT, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES (IndemnitiesEXCLUDING, IN THE CASE OF SECTION 20(a)(iii) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matterAND SECTION 20(b)(iii), fact or circumstance giving rise to the Loss for which indemnification is claimedGROSS NEGLIGENCE OR WILLFUL MISCONDUCT).

Indemnities. In the event of any registration of Registrable Shares pursuant to this Section 3: 3.3.1 The O&M Contractor indemnifies Purchaser will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, the Grantees and any underwriter for the Grantees, and each person, if any, who controls a Grantee or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, costs and expenses (including any amounts paid in any settlement effected with the Purchaser's reasonable consent) to which the Grantees or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading, or (iii) a violation of applicable securities laws by the Purchaser, and the Purchaser will reimburse the Grantees, such underwriter and each such controlling person of the Grantees or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that the Purchaser will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 in writing by a Grantee, such underwriter or such controlling persons; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the course indemnity agreement contained in this subsection 3.3.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor Purchaser, which consent shall not be unreasonably withheld. 3.3.2 Each Grantee participating in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless a registration hereunder will indemnify and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds hold harmless the O&M Contractor Purchaser, each other Grantee participating in such registration, any underwriter for the Purchaser, and each person, if any, who controls the Purchaser or such underwriter or such other Grantee, from and against any and all Losses losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the Grantee’ reasonable consent) to which the Purchaser or any such controlling person and/or any such underwriter and/or such other Grantee may be suffered become subject under applicable law or incurred by the O&M Contractor arising directly otherwise, insofar as such losses, damages, claims, liabilities (or indirectly actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue or alleged untrue statement of any material fact contained in respect the registration statement or 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 bodily injurythe circumstances in which they were made, sicknessnot misleading, disease or death, but only to the extent extent, that such Loss arises out of untrue statement or alleged untrue statement or omission or alleged omission was made in the course of such registration statement, prospectus filed therein, or by reason of the acts any amendment or omissions of the Project Company supplement thereto, in the performance or non-performance of its obligations under this Agreement, unless reliance upon and in conformity with written information furnished to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made Purchaser by or on behalf of the Indemnified Party or by reason Grantee expressly for use therein and each such Grantee will reimburse the Purchaser, each other Grantee participating in such registration, any underwriter and each such controlling person of the fact Purchaser or any underwriter, promptly upon demand, for any reasonable legal or 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; provided, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the Indemnifying Party knew indemnity agreement contained in this subsection 3.3.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or should have known action if such settlement is effected without the consent of such Grantee, as the case may be, which consent shall not be unreasonably withheld. 3.3.3 Promptly after receipt by an indemnified party pursuant to the provisions of Sections 3.3.1 or 3.3.2 of notice of the mattercommencement of any action involving the subject matter of the foregoing indemnity provisions, fact or circumstance giving rise such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the Loss provisions of said Section 3.3.1 or 3.3.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party unless the failure to notify is prejudiced of the defense. 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 Sections 3.3.1 or 3.3.2 for which indemnification is claimedany legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within 15 days after the notice of the commencement of the action, or (ii) the indemnifying party has authorized 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 that 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.

Indemnities. 8.1 The O&M Contractor indemnifies Company shall indemnify the Purchaser and holds save the Purchaser harmless from any loss, liability, claim, damage or expense (whether or not involving a third party claim) including reasonable legal fees and expenses (collectively, "Damages") suffered by, imposed upon or asserted against the Project Company from and against all Losses which may be suffered Purchaser as a result of, in respect of, connected with, or incurred by the Project Company arising directly or indirectly out of, under, or in connection with: bodily injury, sickness, disease pursuant to: (a) any failure of the Company to perform or death fulfil any covenant of the Company under this Subscription Agreement; and (b) any breach of any person whatsoeverrepresentation or warranty given by the Company in this Subscription Agreement, provided that the Company shall not be required to make any payments under this Section 8.1 unless the Purchaser has provided written notice of such claim to the Company on or prior to the expiration of the deadline for making such claims as specified in Section 8.4. 8.2 The Purchaser shall indemnify the Company and save the Company harmless from any Damages suffered by, imposed upon or asserted against the Company as a result of, in respect of, connected with, or arising out of, under, or pursuant to: (a) any failure of the Purchaser to perform or fulfil any covenant of the Company under this Subscription Agreement; or damage to or loss and (b) any breach of any propertyrepresentation or warranty given by the Purchaser in this Subscription Agreement, real or personal (other than with respect provided that the Purchaser shall not be required to make any payments under this Section 8.2 unless the Company has provided written notice of such claim to the Facility)Purchaser on or prior to the expiration of the deadline for making such claims as specified in Section 8.4. 8.3 The remedies provided in Sections 8.1 and 8.2 are the sole remedies available to the Company and the Purchaser under any legal theory in respect of damages as a result of, in respect of, connected with, or arising out of, under, or pursuant to this Subscription Agreement and the transactions contemplated hereby and, to the full extent permitted by applicable law, the Purchaser and the Company hereby waive any and all other remedies which may otherwise be available to either of them. 8.4 In the event that such Loss arises out of or in the course of or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance either party wishes to make a claim for indemnification under this Article 8, it must provide written notice of its obligations under intention to do so to the other party by no later than the date which is [two (2)] years after the Closing Date. Such notice shall be delivered to the address specified on page one of this Subscription Agreement (or such other address as a party hereto may so advise the O&M Servicesother party hereto in writing) and shall specify, unless in reasonable detail, the claim being made and (to the extent attributable then known) the Damages which will be claimed by the party seeking indemnification. 8.5 In the case of a claim for indemnification which arises as a result of a third party claim being made against one of the parties hereto, the following rules apply in addition to any negligence, wilful act, breach the other provisions of this Agreement Article 8: (a) Promptly after receipt by the Project Company, the Supplier, the Installation Contractor a party who is indemnified under Section 8.1 or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or 8.2 (an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of a notice of commencement of any proceeding against it by a third party, the sameIndemnified Party will, notify if a claim is to be made against an indemnifying party under such Section, give notice to the other Indemnifying Party (the and "Indemnifying Party") of the commencement of such claim as soon as reasonably possible after receipt of such notice of commencement, provided that a delay in delivering such notice shall not preclude a claim for indemnification except: (i) to the extent that an Indemnifying Party demonstrates that the defence of such action is prejudiced by the Indemnified Party's failure to give such notice in a timely manner; or (ii) where such notice is not delivered by the deadline specified in Section 8.4, in which case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party at all. (b) If any proceedings proceeding referred to in Section 8.5(a) (a "Proceeding") is brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of the Proceeding, the Indemnifying Party will be entitled to participate in the Proceeding as hereinafter provided. To the extent that the Indemnifying Party wishes to assume the defense of the Proceeding with counsel satisfactory to the Indemnified Party, it may do so provided it: (i) reimburses the Indemnified Party for all of its out-of-pocket expenses (including solicitor's fees and disbursements) arising prior to or claim brought in connection with such assumption; and (ii) permits the Indemnified Party to participate in such defense through counsel chosen by the Indemnified Party provided that the fees and expenses of such counsel shall be borne by the Indemnified Party unless there are separate defenses available to the Indemnified Party or conflicts of interest in which case those fees and expenses will be paid by the Indemnifying Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of the Proceeding as against the Indemnified Party, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 8 for any fees of other counsel or any other expenses with respect to the defense of the Proceeding, in each case subsequently incurred by the Indemnified Party in connection with the defense of the Proceeding, other than reasonable costs of investigation approved in advance by the Indemnifying Party. If the Indemnifying Party assumes the defense of a Proceeding as against the Indemnified Party: (i) no compromise or settlement of such claims may be made by the Indemnifying Party without the Indemnified Party's consent unless: (A) there is no admission of any violation of laws or any violation of the rights of any person and no adverse effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (ii) the Indemnified Party which may give rise will have no liability with respect to liability on any compromise or settlement of such claims effected without its consent. If notice is given to an Indemnifying Party of the part commencement of any Proceeding and the Indemnifying Party under this Clause 10 (Indemnities). Following does not, within ten days after receipt of such notificationnotice, give notice to the Indemnified Party of its election to assume the defense of the Proceeding, the Indemnifying Party may will be bound by any determination made in the Proceeding or any compromise or settlement effected by the Indemnified Party acting in good faith. (c) Where the defence of a Proceeding is being undertaken and controlled by the Indemnifying Party, the Indemnified Party will use its reasonable commercial efforts to make available to the Indemnifying Party those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in evaluating and defending any such claims. However, the Indemnifying Party shall be responsible for the expense associated with any employees made available by the Indemnified Party to the Indemnifying Party pursuant to this Section 8.5(c), which expense shall be equal to the out of pocket expenses of such employees and an amount to be mutually agreed upon per person per hour or per day for each day or portion thereof that the employees are assisting the Indemnifying Party and which expenses shall not exceed the actual cost to the Indemnified Party associated with the employees. (d) With respect to any Proceeding at the request of the Indemnifying Party, the Indemnified Party shall make available to the Indemnifying Party or its own cost representatives on a timely basis all documents, records and other materials in consultation with the possession of the Indemnified Party, conduct such proceedings or claim and any negotiations for at the settlement thereof in the name expense of the Indemnified Indemnifying Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived , reasonably required by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known for its use in defending any such claim and shall otherwise cooperate on a timely basis with the Indemnifying Party in the defense of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedsuch claim.

Indemnities. The O&M Contractor indemnifies In the event of any registered offering of Common Stock pursuant to this Article VII: (a) Seller will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Holder and any underwriter for such Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with Seller's consent) to which the Holder or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and Seller will reimburse the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that Seller will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 the course of or strict conformity with written information furnished by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and a Holder to the extent attributable to any negligencemanaging underwriter specifically for inclusion therein; provided, wilful actfurther, breach of that the indemnity agreement contained in this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party"subsection 7.7(a) shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") not apply to amounts paid in settlement of any proceedings such claim, loss, damage, liability or claim brought or made against action if such settlement is effected without the Indemnified Party consent of Seller, which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will consent shall not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party selling Holder, the underwriter or by reason any controlling person of the selling Holder or the underwriter, and regardless of any sale in connection with such offering by the selling Holder. Such indemnity shall survive the transfer of securities by a selling Holder. (b) Each Holder participating in a registration hereunder will indemnify and hold harmless Seller, any underwriter for Seller, and each person, if any, who controls Seller or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling Holder's consent) to which Seller or any such controlling person and/or any such underwriter 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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 under which they were made, not misleading, and each such Holder will reimburse Seller, any underwriter and each such controlling person of Seller or any underwriter, promptly upon demand, for any reasonable legal or 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 to the managing underwriter specifically for inclusion therein; provided, however, that the Indemnifying Party knew indemnity agreement contained in this subsection 7.7(b) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or should have known action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld. In no event shall the liability of any Holder exceed the gross proceeds received by such Holder from the offering. (c) Promptly after receipt by an indemnified party pursuant to the provisions of subsections 7.7(a) or (b) of notice of the mattercommencement of any action involving the subject matter of the foregoing indemnity provisions, fact or circumstance giving rise such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the Loss provisions of said subsections 7.7(a) or (b), promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than to the extent the party to be notified is actually prejudiced thereby. 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and 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 to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said subsections 7.7(a) or (b) 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 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 authorized 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 which 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. (d) If recovery is not available under the foregoing indemnification is claimedprovisions with respect to a matter referred to in Sections 7(a) or 7(b) hereof, 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 as more fully set forth in an underwriting agreement to be executed in connection with such registration. 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; provided that no party shall be required to contribute an amount in excess of the amount it would have been required to pay pursuant to the foregoing indemnification provisions if they had been available.

Indemnities. In the event of any registered offering of Registrable Securities pursuant to this Section 2: 2.7.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, the Holder, each of Holder’s officers, directors and partners, and any underwriter for the Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which the Holder or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus or other documents incident to any such registration, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading, or any violation by the Company of the Securities Act, the Exchange Act, state securities laws or any other rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, and the Company will reimburse the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or omission so made in conformity with information furnished in writing by the Holder specifically for inclusion in the course prospectus or other offering materials, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection 2.7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor Company. Such indemnity shall remain in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless full force and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason effect regardless of any investigation made by or on behalf of the Indemnified Party selling shareholder, the underwriter or by reason any controlling person of the selling shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling shareholder. Such indemnity shall survive the transfer of securities by a selling shareholder. 2.7.2 The Holder will, if registrable securities held by such Holder are included in any registration, indemnify and hold harmless the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the Holder’s consent) to which the Company or any such controlling person and/or any such underwriter 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 on (i) any untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the 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, and the Holder will reimburse the Company, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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 omission was so made in strict conformity with written information furnished by such Holder specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that , insofar as it relates to any such untrue statement or alleged untrue statement or omission made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further, that the Indemnifying Party knew indemnity agreement contained in this subsection 2.7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or should have known action if such settlement is effected without the consent of the matterHolders, fact or circumstance giving rise as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability the Holder exceed the net proceeds received by the Holder from the sale of its securities under the applicable registration. 2.7.3 Promptly after receipt by an indemnified party pursuant to the Loss provisions of Sections 2.7.1 or 2.7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party. 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action included both the indemnified party and the indemnifying party and 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 so 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 Sections 2.7.1 or 2.7.2 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 authorized 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 which 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. 2.7.4 If recovery is not available under the foregoing indemnification is claimed.provisions, for any reason other than as specified therein, the parties entitled to contribution to liabilities and expenses as more fully set forth in an underwriting agreement to be executed in connection with such registration, if any. In any event, 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, provided, however, that in any such case, no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent

Indemnities. The O&M Contractor indemnifies 6.1 Each Party to this Agreement shall indemnify, hold harmless and holds harmless defend the Project Company Partnership, the other Parties and their Affiliates, as the case may be, from and against all Losses Suits, claims, demands, losses, damages and expenses arising from or incident to any infringement or claimed infringement of any patent or other rights for which may such Party is responsible. A Party shall be suffered deemed responsible for such infringement if such infringement results from the use, in connection with the manufacturing, selling or incurred distributing activities contemplated by this Agreement, of patented inventions, know-how or other intellectual property furnished by such Party (or its Affiliates) to the Partnership, to another Party or another Party's Affiliates. The Partnership shall be deemed responsible for such infringement if such infringement results from the use, in connection with the operating, selling or distributing activities contemplated by this Agreement, of patented inventions, know-how or other intellectual property obtained by the Project Company arising directly Partnership or indirectly out ofowned by the Partnership pursuant to Section 5.5 of this Agreement. 6.2 Each Party shall be required to indemnify, or in connection with: bodily injuryhold harmless and defend the other Parties and their Affiliates, sicknessas the case may be, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to any claims, liabilities, damages and losses resulting from its own gross negligence or will1ful misconduct, except as otherwise expressly provided in any agreement between such Party and the Facility)Partnership. Additionally, each Party shall indemnify, hold harmless and defend the other Parties and their Affiliates, as the case may be, with respect to any liabilities for debt which are, by agreement of such Party to be borne severally by such Party and not jointly by all the extent that Parties or the Partnership. Except for the aforementioned situations where a Party is required to indemnify, hold harmless and defend the others, unless otherwise unanimously agreed by the Parties, each Party shall indemnify, hold harmless and defend the others and their Affiliates, as the case may be. proportion to its Partner's Partnership Interest, from and against any and all claims, liabilities, damages and losses, including attorney's fees, imposed upon such Loss arises other Parties and Affiliates and in any way arising out of or in relating to the course Partnership, including but not limited to those arising from any breach of contract by the Partnership, or any transactions contemplated by reason of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement under-taken by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedPartnership.

Indemnities. The O&M Contractor indemnifies and holds harmless In the Project Company from and against all Losses which may be suffered or incurred by the Project Company arising directly or indirectly out of, or in connection with: bodily injury, sickness, disease or death event of any person whatsoever; or damage registered offering of Registrable Securities pursuant to or loss of any property, real or personal (other than with respect to the Facility)this Section 2: 2.7.1. The Company will indemnify and hold harmless, to the extent permitted by law, any Holder, whose Registrable Securities are included in the registration, and any underwriter for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, from and against any and all losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which the Holder or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or 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 are made, not misleading, and the Company will reimburse the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon written demand, for any reasonable legal or any 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; provided, however, that the Company will not be liable to any Holder, underwriter or controlling person in any such Loss case to the extent that any 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 in writing by such Holder, such underwriter or such controlling persons claiming for indemnification in writing specifically for inclusion therein; provided further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided further, that the course indemnity agreement contained in this Section 2.7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the written consent of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party selling shareholder, the underwriter or by reason any controlling person of the selling shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling shareholder. Such indemnity shall survive the transfer of securities by a selling shareholder. 2.7.2. Each Holder participating in a registration hereunder will furnish to the Company in writing any information regarding such Holder and his or her intended method of distribution of Registrable Securities as the Company may reasonably request and will indemnify and hold harmless the Company and each of its directors, each of its officers who has signed the registration statement, legal counsel and accountants for the Company, any underwriter for the Company, any other person participating in the distribution and each person, if any, who controls the Company, such underwriter, or such other person from and against any and all losses, damages, claims, liabilities, joint or several, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which the Company or any such controlling person and/or any such underwriter 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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, and each such Holder will reimburse the Company, any underwriter, any other person participating in the distribution and each such controlling person of the Company, any underwriter or other person, promptly upon demand, for any reasonable legal or 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 and shall not be jointly; provided further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided further, that the Indemnifying Party knew indemnity agreement contained in this Section 2.7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or should have known action if such settlement is effected without the consent of the matterHolders, fact or circumstance giving rise as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such ▇▇▇▇▇▇ (i.e. net of discounts and commissions payable to any underwriter but not taxes). 2.7.3. Promptly after receipt by an indemnified party, pursuant to the Loss for which indemnification provisions of Section 2.7.1 or 2.7.2, of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is claimedto be made against the indemnifying party pursuant to the provisions of said Section 2.7.1 or 2.

Indemnities. The O&M Contractor indemnifies a. Issuer agrees to indemnify and holds hold harmless the Project Company from Distributor, and its affiliates, against all Losses which may be suffered any losses, claims, damages or incurred by the Project Company arising directly liabilities, joint or indirectly out of, or in connection with: bodily injury, sickness, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility)several, to which Distributor or any of its affiliates may become subject, under the extent that 1933 Act or otherwise, insofar as such Loss arises losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue, or allegedly untrue, statement of a material fact contained in the course Memorandum of the Issuer, any amendment or supplement thereto, any additional written or oral information provided to potential investors by, or on behalf of, Issuer and any additional written information provided by, or on behalf of, Issuer (excluding any such information originally provided in writing and expressly for such purpose by, or on behalf of, the Distributor, such information is referred to collectively herein as “Distributor Information”) for dissemination to potential investors in the Issuer, all such documents and information taken together (such documents and information herein collectively referred to as “Offering Materials”), or (ii) the omission or alleged omission by Issuer to state any material fact required to be stated in such Offering Materials or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (excluding such omissions or alleged omissions that arise out of or based upon any failure by reason of the acts Distributor or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and affiliates to provide to the extent attributable Issuer additional material information that would be required to make the Distributor Information not misleading), (iii) any negligence, wilful act, action or omission or alleged action or omission constituting a breach of this Agreement by Issuer or any misrepresentation or breach of warranty or alleged misrepresentation or breach of warranty set forth in Paragraph 6 or the Project Companyuntruth of any representation of Issuer contained herein, or (iv) any other action or omission or alleged action or omission of the Distributor, the SupplierIssuer, the Installation Contractor any intermediary or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered other person representing or incurred employed by the O&M Contractor arising directly Issuer, unless such losses, claims, damages or indirectly out of liabilities (or actions in respect thereof) are the result of bodily injurythe Distributor’s willful misfeasance, sickness, disease bad faith or death, to the extent that such Loss arises out of or gross negligence in the course performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. Issuer further agrees to reimburse Distributor and its affiliates for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any such loss, claim, damage, liability or action. b. Distributor agrees to indemnity and hold harmless Issuer and its affiliates, against any losses, claims damages or liabilities, joint or several, to which Issuer or any of its affiliates may become subject, under the acts 1933 Act or omissions otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) a person acquiring any Shares, and alleging a wrongful act of the Project Company Distributor or any of its affiliates or officers, employees or agents or alleging that the Distributor Information included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, (ii) any action or omission or alleged action or omission constituting a breach of this Agreement by Distributor or any misrepresentation or breach of a warranty or agreement or alleged misrepresentation or breach of a warranty or agreement set forth in Paragraph 5 or the untruth of any representation or agreement of Distributor contained herein, or (iii) any other action or omission or alleged action or omission of the Distributor, the Issuer, or any person representing or employed by the Distributor to the extent such losses, claims, damages or liabilities (or actions in respect thereof) are the result of the Distributor’s willful misfeasance, bad faith or gross negligence in the performance of its duties or non-performance by reason of its reckless disregard of its obligations and duties under this Agreement. Distributor further agrees to reimburse any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, unless and to the extent attributable to any negligenceclaim, wilful actdamage, breach liability or action. c. Within five business days after receipt of notice by an indemnified party under this Section 7 of the Agreement by commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the sameindemnifying party under this Section 7, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part indemnifying party of the Indemnifying Party commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Clause 10 (Indemnities)Section 7. Following receipt In case any such action is brought against any indemnified party, and it notifies the indemnifying party of such notificationthe commencement thereof, the Indemnifying Party may at its own cost indemnifying party will be entitled to participate therein and in consultation to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name consent of the Indemnified Party. A right indemnified party, be counsel to indemnification under this Clause 10 (Indemnities) 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 will not be affected liable to such indemnified party under this Section 7 for any legal or deemed waived other expenses subsequently incurred by reason such indemnified party in connection with the defense thereof other than reasonable costs of investigation. If the indemnifying party shall not have employed counsel to have charge of the defense of such action or proceeding or the indemnified party shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of any investigation made by such action or proceeding on behalf of the Indemnified Party indemnified party), then in any of such events the indemnified party’s legal or other expenses shall be borne by the indemnifying party. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party. d. If recovery is not available under the foregoing indemnification provisions of this Section 7 for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution for liabilities and expenses. In determining the amount of contribution to which the fact that respective parties are entitled, there shall be considered the Indemnifying Party knew or should have known of relative benefits received by each party from the matter, fact or circumstance transactions giving rise to the Loss for liability, the parties’ relative knowledge and access to information concerning the matter with respect to which indemnification is claimedthe claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable considerations appropriate under the circumstances; provided, however, that no person guilty of fraudulent misrepresentation shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

Indemnities. In the event of any registered offering of Registrable Shares pursuant to this Agreement; 6.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Holder and any underwriter for such Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Holder or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered 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 the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 in writing by a Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that the course indemnity agreement contained in this subsection 6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party Holder, the underwriter or by reason any controlling person of the Holder or the underwriter, and regardless of any sale in connection with such offering by the Holder. Such indemnity shall survive the transfer of securities by a Holder. 6.2 Each Holder participating in a registration hereunder will indemnify and hold harmless the Company, its officers and directors, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder's consent) to which the Company or any such controlling person and/or any such underwriter 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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, and each such Holder will reimburse the Company, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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 is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, however, that the Indemnifying Party knew indemnity agreement contained in this subsection 6.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or should have known action if such settlement is effected without the consent of the matterHolders, fact or circumstance giving rise as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Holder exceed the gross proceeds from the offering received by such Holder. 6.3 Promptly after receipt by an indemnified party pursuant to the Loss provisions of Sections 6.1 or 6.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 6.1 or 6.2, promptly notify the indemnifying party of the commencement thereof. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 6. 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and 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 Sections 6.1 or 6.2 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 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 authorized 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 which 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. 6.4 If recovery is not available under the foregoing indemnification is claimedprovisions, 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 as more fully set forth in an underwriting agreement to be executed in connection with such registration. 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. 6.5 Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

Indemnities. The O&M Contractor indemnifies Borrowers shall indemnify the Administrative Agent, the Collateral Agent, the Lead Arranger, the Documentation Agent, the Syndication Agent, the Issuing Bank and holds each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, on an after-Tax basis, any and all losses, claims, damages, penalties, liabilities and related expenses, including the Project Company from fees, charges and against all Losses which may be suffered or disbursements of any counsel for any Indemnitee, incurred by the Project Company or asserted against any Indemnitee arising directly or indirectly out of, or in connection with: bodily injury, sicknessor as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, disease the performance by the parties hereto of their respective obligations thereunder or death the consummation of the Transactions or any person whatsoever; other transactions contemplated hereby, (ii) any Loan or damage Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the handling of the Funding Accounts, Collection Account, Blocked Accounts and Collateral of Borrowers as herein provided, (iv) the Agent, Issuing Bank or loss Lender relying on any instructions of the Administrative Borrower, (v) any propertyactual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries, real or personal (other than with respect any Environmental Liability related in any way to the Facility)Borrowers or any of their Subsidiaries, or (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee or a Loan Party is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Loss arises out losses, claims, damages, penalties, liabilities or related expenses are finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee in a final nonappealable order or judgment. Without limiting the foregoing, but subject to the proviso in the course of or by reason preceding sentence, it is agreed and intended that the foregoing indemnity shall include the obligation of the acts or omissions Borrowers to indemnify, defend and hold each Indemnitee harmless with respect to any matter otherwise included in the scope of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement foregoing indemnity whether such matter involves a proceeding brought by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified a Loan Party, conduct a proceeding where a Loan Party is party to such proceedings proceeding or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedotherwise.

Indemnities. (a) The O&M Contractor indemnifies Fund agrees to indemnify, defend and holds hold Underwriter, its officers and directors and any person who controls Underwriter within the meaning of Section 15 of the Securities Act of 1933, free and harmless the Project Company from and against any and all Losses claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Underwriter, its officers and directors or any such controlling person may be suffered or incurred by incur under the Project Company arising directly or indirectly out ofSecurities Act of 1933, or under the common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in connection with: bodily injurythe Fund's Registration Statement or Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading; providing, sicknesshowever, disease or death of any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility)that this indemnity, to the extent that it might require indemnity of any person who is an officer or director or controlling person of Underwriter and who is also a director or officer of the Fund, shall not inure to the benefit of such Loss arises out officer or director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the course Securities Act of 1933; and further provided, that in no event shall anything herein contained be so construed as to protect Underwriter (or its officers and directors or any controlling persons) against any liability to the Fund or its security holders to which Underwriter would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of its duties or by reason of the acts or omissions of the O&M Contractor in the performance or non-performance its reckless disregard of its obligations and duties under this Agreement Agreement. The Fund's agreement to indemnify Underwriter, its officers and directors and any such controlling person as aforesaid is expressly conditioned upon its being notified of any action brought against Underwriter, its officers and directors or any such controlling person, such notification to be given by letter or telegram addressed to the Fund at its principal office in Omaha, Nebraska, and sent to it by the person against whom such action is brought, within ten (10) days after the summons or other legal process shall have been served. The failure to so notify the Fund of any such action shall not relieve it from any liability which it may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of the indemnity contained in this paragraph. The Fund will be entitled, at its election, to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by Underwriter. In the event the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by the Underwriter, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case Underwriter does not approve of counsel chosen by the Fund, the Fund will reimburse Underwriter, its officers and directors, or the O&M Servicescontrolling person named as defendant or defendants in such suit, unless for the reasonable fees and expenses of any counsel retained by Underwriter or them. This indemnity will inure exclusively to Underwriter's benefit, to the benefit of its successors, to the benefit of its officers and directors and their respective estates, and to the extent attributable benefit of any controlling person and its successors. The Fund agrees to notify the Underwriter promptly of the commencement of any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor litigation or proceedings against it or any of their respective Representatives. The Project Company indemnifies its officers or directors in connection with the issue and holds sale of any of its Shares. (b) Underwriter agrees to indemnify, defend and hold the Fund, its several officers and directors, and any person who controls the Fund within the meaning of Section 15 of the Securities Act of 1933, free and harmless the O&M Contractor from and against any and all Losses claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Fund, its officers or directors, or any such controlling person may be suffered incur under the Securities Act of 1933 or incurred by under the O&M Contractor arising directly common law or indirectly out of or in respect of bodily injury, sickness, disease or death, otherwise: but only to the extent that such Loss arises liability or expense incurred by the Fund, its officers of directors, or such controlling person resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained in information furnished in writing by Underwriter to the Fund for use in the course Fund's Registration Statement or Prospectus or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading. Underwriter's agreement to indemnify the Fund, its officers and directors, and any such controlling person is expressly conditioned upon its being notified of any action brought against the Fund, its officers and directors and any such controlling person, such notification to be given by reason letter or telegram addressed to Underwriter at its principal office in Omaha, Nebraska, and sent to it by the person against whom such action is brought, within ten (10) days after the summons or other first legal process shall have been served. Underwriter shall have a right to control the defense of such action, with counsel of its own choosing, satisfactory to the Fund, if such action is based solely upon such alleged misstatement or omission on its part, and in any other event Underwriter or such controlling person shall each have the right to participate in the defense or preparation of the acts or omissions defense of the Project Company in the performance or non-performance any such action. The failure to so notify Underwriter of its obligations under this Agreement, unless and any such action shall not relieve Underwriter from any liability which Underwriter may have to the extent attributable Fund, its officers or directors, or to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived controlling person by reason of any investigation made by such untrue statement or omission on behalf Underwriter's part otherwise than on account of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimedits indemnity contained in this paragraph.

Indemnities. In the event of any registered offering of Common Stock pursuant to this Section 2: i. The O&M Contractor indemnifies Corporation will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Holder and any underwriter for such Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Corporation's consent) to which the Holder or any such underwriter or controlling person 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 (A) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (B) the omission or alleged omission to state therein a material fact required to be suffered stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, and the Corporation will reimburse the Holder, such underwriter and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; PROVIDED, HOWEVER, that the Corporation will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 in writing by a Holder, such underwriter or such controlling persons specifically for inclusion therein; PROVIDED, FURTHER, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; PROVIDED, FURTHER, that the course indemnity agreement contained in this subsection 2.f.(i). shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M ServicesCorporation, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party selling shareholder, the underwriter or by reason any controlling person of the selling shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling shareholder. Such indemnity shall survive the transfer of securities by a selling shareholder. ii. Each Holder participating in a registration hereunder will indemnify and hold harmless the Corporation, any underwriter for the Corporation, each officer and director of the Corporation, and each person, if any, who controls the Corporation or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder's consent) to which the Corporation or any such controlling person and/or any such underwriter 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 on (A) any untrue or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (B) 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, and each such Holder will reimburse the Corporation, any underwriter each officer and director of the Corporation and each such controlling person of the Corporation or any underwriter, promptly upon demand, for any reasonable legal or 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 substantial conformity with written information furnished by such Holder specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (Y) the Corporation and (Z) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; PROVIDED, FURTHER, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; PROVIDED, FURTHER, that the Indemnifying Party knew indemnity agreement contained in this subsection 2.f.(ii) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or should have known action if such settlement is effected without the consent of the matterHolders, fact or circumstance giving rise as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Holder exceed the gross proceeds from the offering received by such Holder. iii. Promptly after receipt by an indemnified party pursuant to the Loss for which indemnification is claimedprovisions of Sections 2.f.(i) or 2.f.

Indemnities. In the event of any registered offering of Registrable Securities pursuant to this Sections 6 or 7: 9.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Stockholder and any underwriter for such Stockholder, and each person, if any, who controls the Stockholder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Stockholder or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered 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 the Stockholder, such underwriter and each such controlling person of the Stockholder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that the Company will not be liable to any such Stockholder, underwriter or controlling person whatsoever; or damage to or loss of in any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 the course of conformity with information furnished in writing by such Stockholder, such underwriter or by reason of the acts or omissions of the O&M Contractor such controlling persons in the performance or non-performance of its obligations under writing specifically for inclusion therein; provided, further, that this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") indemnity shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party or by reason of the fact that the Indemnifying Party knew or should have known of the matter, fact or circumstance giving rise to the Loss for which indemnification is claimed.relieve any

Indemnities. In the event of any registration of Registrable Shares pursuant to this Section 3: 3.4.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Investor and any underwriter for such Investor, and each person, if any, who controls the Investor or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s reasonable consent) to which the Investor or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading, or (iii) a violation of applicable securities laws by the Company, and the Company will reimburse the Investor, such underwriter and each such controlling person of the Investor or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss 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 in writing by an Investor, such underwriter or such controlling persons specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the course indemnity agreement contained in this subsection 3.4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party selling shareholder, the underwriter or by reason any controlling person of the selling shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling shareholder. Such indemnity shall survive the transfer of securities by a selling shareholder. 3.4.2 Each Investor participating in a registration hereunder will indemnify and hold harmless the Company, each other Investor participating in such registration, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter or such other Investor, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s reasonable consent) to which the Company or any such controlling person and/or any such underwriter and/or such other Investor 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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, and each such Investor will reimburse the Company, each other Investor participating in such registration, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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 Investor specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the Final Prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the Final Prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the Indemnifying Party knew indemnity agreement contained in this subsection 3.4.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or should have known action if such settlement is effected without the consent of such Investor, as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of an Investor exceed the net proceeds from the offering received by such Investor. 3.4.3 Promptly after receipt by an indemnified party pursuant to the provisions of Sections 3.4.1 or 3.4.2 of notice of the mattercommencement of any action involving the subject matter of the foregoing indemnity provisions, fact or circumstance giving rise such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the Loss provisions of said Section 3.4.1 or 3.4.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and 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 Sections 3.4.1 or 3.4.2 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 15 days after the notice of the commencement of the action, or (iii) the indemnifying party has authorized 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 that 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. 3.4.4 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 determining the amount of contribution to which indemnification is claimedthe 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. In no event shall the liability of an Investor exceed the net proceeds from the offering received by such Investor.

Indemnities. In the event of any registered offering of Ordinary Shares pursuant to this Section 2: 2.7.1. The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Shareholder (including any officer, director or partner of such Shareholder) and any underwriter for such Shareholder, and each person, if any, who controls (within the meaning of the Exchange Act) the Shareholder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which the Shareholder or any such underwriter or controlling person 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) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any rule or regulation promulgated thereunder applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse the Shareholder, such underwriter and each such controlling person of the Shareholder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death of proceeding; provided, however, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission so made in conformity with information furnished in writing by a Shareholder, to such underwriter or such controlling persons specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the course indemnity agreement contained in this subsection 2.7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor Company. Such indemnity shall remain in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless full force and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason effect regardless of any investigation made by or on behalf of the Indemnified Party selling Shareholder, the underwriter or by reason any controlling person of the selling Shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling Shareholder. Such indemnity shall survive the transfer of securities by a selling Shareholder. 2.7.2. Each Shareholder participating in a registration hereunder will indemnify and hold harmless the Company, its officers and directors, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling Shareholder’s consent) to which the Company, its officers or directors, or any such controlling person and/or any such underwriter 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 on (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or 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, and each such Shareholder will reimburse the Company, its officers and directors, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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 was so made in strict conformity with written information furnished by such Shareholder specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement or alleged untrue statement or omission made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective or in the final prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the final prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the Indemnifying Party knew indemnity agreement contained in this subsection 2.7.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or should have known action if such settlement is effected without the consent of the matterShareholders, fact or circumstance giving rise as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Shareholder exceed the net proceeds received by such Shareholder from the sale of its securities under the applicable registration. 2.7.3. Promptly after receipt by an indemnified party pursuant to the Loss provisions of Sections 2.7.1 or 2.7.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Sections 2.7.1 or 2.7.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party. 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and 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 Sections 2.7.1 or 2.7.2 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 authorized 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, which 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. 2.7.4. 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 as more fully set forth in an underwriting agreement to be executed in connection with such registration, if any. In any event, 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, provided, however, that in any such case, no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. 2.7.5. Notwithstanding the foregoing, to the extent that the provisions on indemnification contained in the underwriting agreements entered into among the selling Shareholders, the Company and the underwriters in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall be controlling as to the Registrable Securities included in the public offering; provided, however, that if, as a result of this Section 2.7.5, any Shareholder, its officers, directors, and partners and any person controlling such Shareholder is claimedheld liable for an amount which exceeds the aggregate proceeds received by such Shareholder from the sale of Registrable Securities included in a registration, as provided in Section 2.7.2 above, pursuant to such underwriting agreement (the “Excess Liability”), the Company shall reimburse any such Shareholder for such Excess Liability.

Indemnities. In the event of any registered offering of Ordinary Shares pursuant to this Agreement: 8.1 The O&M Contractor indemnifies Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Holder and any underwriter for such Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs, and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Holder or any such underwriter or controlling person 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 are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be suffered started therein or necessary to make the statement therein, in the light of the circumstances in which they are made, not misleading, and the Company will reimburse the Holder, such underwriter, and each such controlling person of the Holder or the underwriter, promptly upon demand, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out ofthem in connection with investigating, preparing to defend, or defending against, or appearing as a third-party witness in connection with: bodily injurywith such loss, sicknessclaim, disease damage, liability, action, or death of proceeding; provided, however, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss loss, damage, liability, cost, or expense arises solely out of or is based solely upon an untrue statement or alleged untrue statement, or omission or alleged omission, so made in conformity with information furnished to the course Company in writing by a Holder, such underwriter, or such controlling persons in writing specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; and provided, further, that the indemnity agreement contained in this Section 8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability, or by reason action if such settlement is effected without the consent of the acts or omissions of the O&M Contractor in the performance or non-performance of its obligations under this Agreement or the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") consent shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party selling Holder, the underwriter, or by reason any controlling person of the selling Holder or the underwriter, and regardless of any sale in connection with such offering by the selling Holder. Such indemnity shall survive the transfer of securities by a selling Holder. 8.2 Each Holder participating in a registration hereunder will indemnify and hold harmless the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs, or expenses (including any amount paid in any settlement effected with the selling Holder's consent) to which the Company or any such controlling person and/or any such underwriter 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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 started therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Holder will reimburse the Company, any underwriter, and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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 conformity with written information furnished in a certificate by such Holder specifically for inclusion therein. The foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement), or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus at the time the registration statement becomes effective in the Final Prospectus, such indemnity agreement shall not inure to the benefit of (i) the Company and (ii) any underwriter, if a copy of the Final Prospectus was not furnished to the person or entity asserting the loss, liability, claim, or damage at or prior to the time such furnishing is required by the Security Act; provided, further, that this indemnity shall not be deemed to relive any underwriter of any of its due diligence obligations; provided, further, that the Indemnifying Party knew indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement of any such claim loss, damage, liability, or should have known action if such settlement is effected without the consent of the matterHolders, fact or circumstance giving rise as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Holder exceed the gross proceeds from the offering received by such Holder. 8.3 Promptly after receipt by an indemnified party pursuant to the Loss provisions of Section 8.1 or Section 8.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to made against the indemnifying party pursuant to the provisions of said Section 8.1 or 8.2 promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party shall only relieve it from any liability which it may have to any indemnified party to the extent that such indemnifying party has been damaged by such omission to notify 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and if in the reasonable judgment of the indemnified party there are separate defenses that are available to the indemnified party or there is a conflict of interest which would prevent counsel at the expense to the Company. After notice from the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select, at the such action on behalf of such indemnified party or parties; provided, further, however, that if the Holders are the indemnified party, such Holders as a group shall be entitled to once separate counsel at the expense of the Company. 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 Section 8.1 or 8.2 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 commencement of the action and within 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 authorized 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 which 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 litigation. 8.4 If recovery is not available under the foregoing indemnification provisions, for any reason than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses. 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 was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable consideration appropriate under the circumstances. In no event shall any party that is claimedfound liable for fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act be entitled to contribution hereunder form any party not found so liable, and in no event shall any contribution form any Holder be more than the gross proceeds from the offering received by such Holder.

Indemnities. The O&M Contractor indemnifies 14.6.1 In the event of any registered offering of Ordinary Shares pursuant to this Section 14, the Company will indemnify and holds harmless hold harmless, to the Project Company fullest extent permitted by law, any Holder and any underwriter for such Holder, and each person, if any, who controls the Holder or such underwriter, from and against any and all Losses losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Holder or any such underwriter or controlling person 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) any untrue statement of any material fact contained in the registration statement or included in the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be suffered 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 the Holder, such underwriter and each such controlling person of the Holder or the underwriter, for any reasonable legal or any other expenses incurred by the Project Company arising directly or indirectly out of, or them in connection with: bodily injurywith investigating, sicknesspreparing to defend or defending against or appearing as a third-party witness in connection with such loss, disease claim, damage, liability, action or death proceeding as decided by final judgment of a competent court; provided, however, that the Company will not be liable in any person whatsoever; or damage to or loss of any property, real or personal (other than with respect to the Facility), such case to the extent that any such Loss loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or omission so made in conformity with information furnished in writing by a Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that the course indemnity agreement contained in this subsection 14.6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or by reason action if such settlement is effected without the consent of the acts Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect until such Holder sells or omissions transfers his shares to any third party. In no event shall the liability of the O&M Contractor in Company exceed the performance or non-performance of its obligations under this Agreement or gross proceeds from the O&M Services, unless and to the extent attributable to any negligence, wilful act, breach of this Agreement offering received by the Project Company, the Supplier, the Installation Contractor or any of their respective Representatives. The Project Company indemnifies and holds harmless the O&M Contractor from and against all Losses which may be suffered or incurred by the O&M Contractor arising directly or indirectly out of or in respect of bodily injury, sickness, disease or death, to the extent that such Loss arises out of or in the course of or by reason of the acts or omissions of the Project Company in the performance or non-performance of its obligations under this Agreement, unless and to the extent attributable to any negligence, wilful act, breach of the Agreement by the O&M Contractor or an O&M Contractor Representative. Each Party (the "Indemnified Party") shall as soon as reasonably practicable on becoming aware of the same, notify the other Party (the "Indemnifying Party") of any proceedings or claim brought or made against the Indemnified Party which may give rise to liability on the part of the Indemnifying Party under this Clause 10 (Indemnities). Following receipt of such notification, the Indemnifying Party may at its own cost and in consultation with the Indemnified Party, conduct such proceedings or claim and any negotiations for the settlement thereof in the name of the Indemnified Party. A right to indemnification under this Clause 10 (Indemnities) will not be affected or deemed waived by reason Holder regardless of any investigation made by or on behalf of the Indemnified Party selling shareholder, the underwriter or by reason any controlling person of the selling shareholder or the underwriter, and regardless of any sale in connection with such offering by the selling shareholder. Such indemnity shall survive the transfer of securities by a selling shareholder. 14.6.2 Each Holder participating in a registration hereunder will indemnify and hold harmless the Company, any underwriter for the Company, and each person, if any, who controls the Company or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder's consent) to which the Company or any such controlling person and/or any such underwriter 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 on (i) any untrue or alleged untrue statement of any material fact contained in the registration statement or 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, and each such Holder will reimburse the Company, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or 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; provided, further, that the Indemnifying Party knew indemnity agreement contained in this subsection 14.6.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or should have known action if such settlement is effected without the consent of the matterHolders, fact or circumstance giving rise as the case may be, which consent shall not be unreasonably withheld. In no event shall the liability of a Holder exceed the gross proceeds from the offering received by such Holder. 14.6.3 Promptly after receipt by an indemnified party pursuant to the Loss provisions of Sections 14.6.1 or 14.6.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 14.6.1 or 14.6.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability 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 defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and 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 Sections 14.6.1 or 14.6.2 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 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 authorized 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 which 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. 14.6.4 If recovery is not available under the foregoing indemnification is claimedprovisions, 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 as more fully set forth in an underwriting agreement to be executed in connection with such registration. 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.