Common use of Indemnities Clause in Contracts

Indemnities. A. Farmee agrees to (i) maintain the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.

Indemnities. A. Farmee agrees to (ia) maintain notwithstanding the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations completion of the transactions contemplated under this AgreementAgreement or AVEW’s Investigation, the representations, warranties and acknowledgements of MATCHFIGHTS contained in this Agreement or any certificates or documents delivered by MATCHFIGHTS pursuant to this Agreement shall survive the Closing and shall continue in full force and effect thereafter for the benefit of AVEW. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all If any of the foregoing (individually representations, warranties or acknowledgements given by MATCHFIGHTS is found to be untrue or there is a breach of any covenant or agreement in this Agreement on the part of MATCHFIGHTS, then MATCHFIGHTS shall indemnify and collectively referred to as the "Farmor Group") save harmless AVEW from and against any and all liability, claims, debts, demands, suits, actions, penalties, fines, losses, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis), damages and expenses of any kind whatsoever which may be brought or made against AVEW by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by AVEW, directly or indirectly, arising out of or as a consequence of any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any way limiting the generality of the foregoing, this shall include any loss of any kind whatsoever which may be suffered or incurred by AVEW, directly or indirectly, arising out of any material assessment or reassessment levied upon MATCHFIGHTS for tax, interest and/or penalties relating to any period of business operations up to and including the Closing Date and all claims, demands, causes of action costs (including legal fees, disbursements and judgments of whatsoever nature (together with all costs taxes as charged on a lawyer and fees in connection with sameown client basis) arising in favor and expenses of any person or entity kind whatsoever in respect of the foregoing; and (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoeverb) for or on account notwithstanding the completion of personal injury, death, or property damage, incident to or arising out of Farmee's operations the transactions contemplated under this Agreement or any investigation by MATCHFIGHTS, the representations, warranties and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that acknowledgements of AVEW contained in no event this Agreement or any certificates or documents delivered by AVEW pursuant to this Agreement shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are survive the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, Closing and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY shall continue in full force and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or effect thereafter for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interestMATCHFIGHTS. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all If any of the foregoing (individually representations, warranties or acknowledgements given by AVEW is found to be untrue or there is a breach of any covenant or agreement in this Agreement on the part of AVEW, then AVEW shall indemnify and collectively referred to as the "Farmee Group") save harmless MATCHFIGHTS and its Shareholders from and against any and all liability, claims, debts, demands, suits, actions, penalties, fines, losses, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis), damages and expenses of any kind whatsoever which may be brought or made against MATCHFIGHTS by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by MATCHFIGHTS, directly or indirectly, arising out of or as a consequence of any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any way limiting the generality of the foregoing, this shall include any loss of any kind whatsoever which may be suffered or incurred by MATCHFIGHTS, directly or indirectly, arising out of any material assessment or reassessment levied upon AVEW for tax, interest and/or penalties relating to any period of business operations up to and including the Closing Date and all claims, demands, causes of action costs (including legal fees, disbursements and judgments of whatsoever nature (together with all costs taxes as charged on a lawyer and fees in connection with sameown client basis) arising in favor and expenses of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising kind whatsoever in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result respect of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeeforegoing.

Indemnities. A. Farmee agrees to (i) maintain the El Paso Lease free of, 14.1 The Supplier will indemnify and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor shall keep RNB Group (as herein defined) from and against, fully indemnified in respect of any and all debtsdamages, chargescosts, liens claims, liabilities, expenses, losses (including consequential loss) and demands incurred by RNB Group, directly or indirectly as a result of the Supplier’s breach of any warranties and conditions (express or implied) in respect of the Goods and/or Services (as the case may be), whether express or implied, by statute or otherwise. 14.2 Without prejudice to the foregoing, in the event of any employee of RNB Group or any other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and person on RNB Group premises being injured or otherwise suffering loss through any default or negligence on the officers, directors, agents, consultants, insurers and employees of all Supplier’s part (including without prejudice to the generality of the foregoing any failure by the Supplier or the Supplier’s agents, employees or sub-contractors to comply with any provision of the Health & Safety at Work Etc Act 1974 (individually and collectively referred to as any amendments or modifications thereof) or any regulations or code of practice thereunder) the "Farmor Group") from and Supplier will indemnify RNB Group in respect of any action, civil or criminal, which may result. 14.3 The Supplier shall fully indemnify RNB Group against any and all actions, costs, claims, demandsliabilities, causes of action demands and judgments of whatsoever nature (together with all costs and fees in connection with same) expenses arising in favor from or incurred by reason of any person infringement of any third party patent, registered design, trade mark, copyright or entity other industrial or commercial rights of a similar nature, by the use or sale of any goods or materials or Services supplied by the Supplier (including Farmee, its employees, each Farmor's employees Goods and any other person Services) but this indemnity shall not apply to Goods made to RNB Group design or entity whomsoever) for where the infringement results from the making up of goods or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor materials by RNB Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of14.4 The Supplier will indemnify RNB Group against all loss, damage, costs, claims and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) expenses arising from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit negligent acts and/or omissions of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directorsSupplier’s employees, agents, consultantssub- contractors or representatives (save to the extent that such loss, insurers damage, costs, claims or expenses arise from negligent acts and/or omissions of RNB Group employees, agents, sub-contractors and employees of all of the foregoing (individually and collectively referred representatives). 14.5 The Supplier undertakes to as the "Farmee Group") from and insure itself against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable liability under this paragraph Contract and RNB Group has the right to demand proof in writing that this insurance requirement has been complied with. All monies received by the Supplier under this clause are to be held in trust for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee RNB Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.

Indemnities. A. Farmee agrees Except as reflected below, each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement. Service Provider shall, at its expense and at the Client's request, indemnify and hold harmless the Client and the Client's member companies, directors, officers, employees, agents, and independent contractors relating to any claim or action, and all related losses and expenses (including, without limitations, reasonable attorneys' fees), for the following: (i) maintain a claim or action arising out of the El Paso Lease free ofService Provider's performance of services described in this Agreement including Attachment A when such claim or action (a) alleges negligence by the Service Provider, and or (b) alleges intentional misconduct by Service Provider other than instances where the Service Provider is performing as directed in writing by the Client, or (c) arises out of the failure of the Service Provider or the Service Provider's agents materially to perform as described in this Agreement, including as described in Attachment A or otherwise as directed in writing by the Client, (ii) RELEASEa claim that the Service Provider's technology or services infringe any copyright, DEFENDpatent, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) trademark or trade secrets. The Service Provider shall cooperate with the Client in connection with litigation arising from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations matters directly related to services rendered by Service Provider under this Agreement. Farmee shall RELEASETo the extent that such cooperation requires a substantial time commitment on the part of one or more Service Provider employees, DEFEND, INDEMNIFY, then Service Provider will be fairly compensated upon terms mutually agreeable to and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, accepted by the parties in writing. The Service Provider charges its and their joint owners, co-lessees, partners, joint venturers, and employees out at an hourly rate of $300 plus travel. To the officers, directors, agents, consultants, insurers and employees of all extent a claim or action arises against the Service Provider out of the foregoing Client's use of the Service Provider's services described in this Agreement including Appendix A for any reason except for claims described in paragraphs (individually i) or (ii), then the Client shall indemnify and collectively referred to as the "Farmor Group") hold harmless Service Provider from and against any such claim or action and all claimsrelated losses and expenses (including, demandswithout limitation, causes reasonable attorneys' fees). The Client will defend the Service Provider in Service Provider's response to a third-party subpoena relating to this Agreement, in an action in which the Client or one or more of action its member companies is a party. The Client may satisfy its obligation to defend Service Provider with respect to such a subpoena by providing Service Provider with counsel (which may be the counsel defending the Client or its member company in the action) to respond to the subpoena. Service Provider will cooperate fully with the Client and judgments of whatsoever nature (together with all costs and fees counsel provided by the Client in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident responding to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Groupsuch a subpoena. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.

Indemnities. A. Farmee agrees to (i) maintain The Contractor shall indemnify and keep indemnified the El Paso Lease free Authority against any costs, losses, expenses, claims, liabilities, awards or damages in connection with or as a result of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group : any claims or proceedings by any Authority Transferring Employee or by their appropriate representative (as herein defineddefined in TUPE or any successor Legislation) from made against the Authority at any time arising out of or in connection with any acts or omissions of the Contractor or any Employing Sub-Contractor on or after the Relevant Vesting Day including, without limitation, claims for breach of contract, loss of office, unfair dismissal, redundancy, sex or race discrimination, loss of earnings or otherwise (and againstall costs and expenses thereof); the Contractor's or any Employing Sub-Contractor's failure or alleged failure to comply with its/their obligations to inform or consult or both with the Authority Transferring Employees or any other employee of the Contractor or any Employing Sub-Contractor or their employee or trade union representatives pursuant to TUPE or any successor Legislation; any measure or substantial change made or proposed to be made by the Contractor or any Employing Sub-Contractor in respect of the terms of employment or working conditions of any of the Authority Transferring Employees which is detrimental to any of the Authority Transferring Employees; any measure or substantial change made or proposed to be made by the Contractor or any Employing Sub-Contractor in respect of the terms of employment or working conditions of any Expected Authority Employee, any person who would been an Authority Transferring Employee and/or any person who would have transferred under TUPE and/or this Contract but for their resignation or decision to treat their employment as terminated under Regulation 4(9) of TUPE on or before the Relevant Vesting Day as a result of any such changes; a change in the identity of the employer of all or any of the Authority Transferring Employees where that change is a significant change and to the detriment of all debtsor any of the Authority Transferring Employees; a change in the identity of the employer of any Expected Authority Employee, chargesany person who would been an Authority Transferring Employee and/or any person who would have transferred under TUPE and/or this Contract but for their resignation or decision to treat their employment as terminated under Regulation 4(9) of TUPE on or before the Relevant Vesting Day as a result of the change of employer; the Contractor's failure to procure any Employing Sub-Contractor's compliance with paragraph 26.5 (Transfer of Employees from the Authority); or any breach by the Contractor of its undertakings under paragraphs 26.1 to 26.4 (Transfer of Employees from the Authority). Subject to paragraph 26.17 (Transfer of Employees from a Previous Contractor) the Contractor shall on the Relevant Vesting Day become the employer of the Previous Contractor Transferring Employees and whether or not by virtue of TUPE, liens any successor Legislation or other like encumbrances associated with Farmee's operations under as a term of this Agreement. Farmee shall RELEASEContract, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing Previous Contractor's rights, duties, powers, liabilities and obligations in respect of any contract of employment with the Previous Contractor Transferring Employees still in force immediately before the Relevant Vesting Day (individually including but not limited to collective agreements with recognised unions) shall transfer to the Contractor and collectively referred the Contractor shall comply with all the requirements and obligations which TUPE, or any successor Legislation or any Employment Codes of Practice or other relevant Government guidance imposes on a transferee both before and after a Relevant Transfer whether or not as a matter of law TUPE or any successor Legislation applies. Save in relation to any benefit under the Scheme or any other occupational pension scheme (as applicable) for old age, invalidity or survivors, the Contractor shall treat the date of commencement of continuous employment of the Previous Contractor Transferring Employees with the Previous Contractor as the "Farmor Group"date of commencement of continuous employment with the Contractor. The Authority shall use reasonable endeavours to ensure that all salaries and other emoluments (but excluding leave entitlement) including tax and national insurance payments, contributions to retirement benefit schemes, allowances, expenses and bonus and commission payments relating to the Previous Contractor Transferring Employees and appertaining to the period up to the Relevant Vesting Day shall be borne by the Previous Contractor. All salaries and other emoluments relating to the Previous Contractor Transferring Employees and appertaining to the period from and including the Relevant Vesting Day shall be borne by the Contractor. No later than three (3) months after the Relevant Vesting Day, the Contractor shall pay to any Previous Contractor a sum equal to the outstanding balance on the Relevant Vesting Day of any loan, salary, advance or other indebtedness of any Previous Contractor Transferring Employee due to the Previous Contractor immediately prior to the Relevant Vesting Day, and it is hereby declared that the rights and liabilities in respect of such loans, salary, advances or indebtedness transfer from the Previous Contractor to the Contractor on the Relevant Vesting Day. If the Previous Contractor Transferring Employees or any of them transfer to any Employing Sub-Contractor by virtue of the operation of TUPE, any successor Legislation or otherwise, the Contractor shall procure that such employer of the Previous Contractor Transferring Employees shall comply with and discharge the obligations of the Contractor set out in paragraph 26.13 to 26.16 (Transfer of Employees from a Previous Contractor). No less than one (1) month prior to the Relevant Vesting Day, the Authority shall provide the Contractor with the information listed in Part 2 of Appendix 2 (Employee Information) of this Schedule 7 (TUPE, Employees and Pensions) together with the Employee Liability Information in respect of the Previous Contractor Transferring Employees to the extent that such information and Employee Liability information has been provided to the Authority by the Previous Contractor. The Authority shall provide the Contractor with any update to the information provided under paragraph 26.18 (Transfer of Employees from a Previous Contractor) as soon as is reasonably practicable to the extent that updates have been provided to the Authority by the Previous Contractor. The Authority does not warrant the accuracy of the information provided under paragraph 26.18 (Transfer of Employees from a Previous Contractor) or as updated. Save in relation to any benefit under the Scheme for old age, invalidity or survivors, but subject to paragraph 27 (Pensions), the Contractor shall indemnify and keep indemnified the Authority against any and all costs, losses, expenses, claims, demandsliabilities, causes awards or damages in connection with or as a result of: any claims or proceedings by any Previous Contractor Transferring Employees or by their appropriate representative (as defined in TUPE or any successor Legislation) made against the Authority at any time arising out of action or in connection with any acts or omissions of the Contractor or any Employing Sub-Contractor on or after the Relevant Vesting Day including, without limitation, claims for breach of contract, loss of office, unfair dismissal, redundancy, sex or race discrimination, loss of earnings or otherwise (and judgments of whatsoever nature (together with all costs and fees expenses thereof); the Contractor's or any Employing Sub-Contractor's failure or alleged failure to comply with its/their obligations to inform or consult or both with the Previous Contractor Transferring Employees or any other employee of the Contractor or any Employing Sub-Contractor or their employee or trade union representatives pursuant to TUPE or any successor Legislation; any measure or substantial change made or proposed to be made by the Contractor or any Employing Sub-Contractor in connection with same) arising respect of the terms of employment or working conditions of any of the Previous Contractor Transferring Employees which is detrimental to any of the Previous Contractor Transferring Employees; any measure or substantial change made or proposed to be made by the Contractor or any Employing Sub-Contractor in favor respect of the terms of employment or working conditions of any person who would have been a Previous Contractor Transferring Employee and/or any person who would have transferred under TUPE and/or this Contract but for their resignation or entity (including Farmee, its employees, each Farmor's employees decision to treat their employment as terminated under Regulation 4(9) of TUPE on or before the Relevant Vesting Day as a result of any such changes; a change in the identity of the employer of all or any of the Previous Contractor Transferring Employees where that change is a significant change and to the detriment of all or any other of the Previous Contractor Transferring Employees; a change in the identity of the employer of any person who would have been a Previous Contractor Transferring Employee and/or any person who would have transferred under TUPE and/or this Contract but for their resignation or entity whomsoeverdecision to treat their employment as terminated under Regulation 4(9) for of TUPE on or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are before the Relevant Vesting Day as a result of the gross negligence change of employer; the Contractor's failure to procure any Employing Sub-Contractor's compliance with paragraph 26.17 (Transfer of Employees from a Previous Contractor); or willful misconduct any breach by the Contractor of any member its undertakings under paragraphs 26.13 to 26.16 (Transfer of any member of the Farmor GroupEmployees from a Previous Contractor). B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.

Indemnities. A. Farmee agrees to (i) maintain 5.1 Notwithstanding the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations completion of the transactions contemplated under this Agreement. Farmee shall RELEASEAgreement or Rabatco's Investigation, DEFENDthe representations, INDEMNIFY, warranties and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees acknowledgements of all any of the foregoing (individually Shareholders contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement shall survive the Completion and collectively referred shall continue in full force and effect thereafter for the benefit of Rabatco. If any of the representations, warranties or acknowledgements given by any of the Shareholders is found to as be untrue or there is a breach of any covenant or agreement in this Agreement on the "Farmor part of any of the MindfulEye Group") , then the party or parties responsible shall jointly and severally indemnify and save harmless Rabatco from and against any and all liability, claims, debts, demands, suits, actions, penalties, fines, losses, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis), damages and expenses of any kind whatsoever which may be brought or made against Rabatco by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by Rabatco, directly or indirectly, arising out of or as a consequence of any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any way limiting the generality of the foregoing, this shall include any loss of any kind whatsoever which may be suffered or incurred by Rabatco, directly or indirectly, arising out of any material assessment or reassessment levied upon MindfulEye for tax, interest and/or penalties relating to any period of business operations up to and including the Closing Date and all claims, demands, causes of action costs (including legal fees, disbursements and judgments of whatsoever nature (together with all costs taxes as charged on a lawyer and fees in connection with sameown client basis) arising in favor and expenses of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account kind whatsoever in respect of personal injury, death, or property damage, incident to or arising out the foregoing. 5.2 Notwithstanding the completion of Farmee's operations the transactions contemplated under this Agreement or any investigation by the Shareholders, the representations, warranties and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that acknowledgements of Rabatco contained in no event this Agreement or any certificates or documents delivered by Rabatco pursuant to this Agreement shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are survive the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, Completion and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY shall continue in full force and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or effect thereafter for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interestShareholders. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all If any of the foregoing (individually representations, warranties or acknowledgements given by Rabatco is found to be untrue or there is a breach of any covenant or agreement in this Agreement on the part of Rabatco, then Rabatco shall indemnify and collectively referred to as save harmless the "Farmee Group") Shareholders from and against any and all liability, claims, debts, demands, suits, actions, penalties, fines, losses, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis), damages and expenses of any kind whatsoever which may be brought or made against the Shareholders by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by the Shareholders, directly or indirectly, arising out of or as a consequence of any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any way limiting the generality of the foregoing, this shall include any loss of any kind whatsoever which may be suffered or incurred by the Shareholders, directly or indirectly, arising out of any material assessment or reassessment levied upon Rabatco for tax, interest and/or penalties relating to any period of business operations up to and including the Closing Date and all claims, demands, causes of action costs (including legal fees, disbursements and judgments of whatsoever nature (together with all costs taxes as charged on a lawyer and fees in connection with sameown client basis) arising in favor and expenses of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising kind whatsoever in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result respect of the gross negligence or willful misconduct foregoing. Subject to any regulatory approval that may be required, each of the Shareholders may elect to receive in lieu of a cash settlement, common shares at the simple average closing price for the common shares of Rabatco for the 30 trading days preceding the date of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply award ordered by a court pursuant to any operations conducted by Farmeethis indemnity.

Indemnities. A. Farmee agrees 8.1 The Buyer, as a separate and independent indemnity, shall on written demand fully reimburse, compensate and indemnify and hold harmless the Seller, the Representative and each of their respective directors, officers, employees and duly appointed representatives and agents (together, the "Compensated Persons") (to (ithe extent not already indemnified under any other Transaction Document) maintain the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, for any and all debtsobligations, liabilities, actual losses, actual costs (excluding costs of funding and opportunity costs), expenses, fees (including legal fees and expenses incurred in connection with any enforcement of this Agreement or otherwise), actual damages, charges, liens demands, actions and judgments of every kind and nature imposed on, incurred by, or other like encumbrances associated asserted against any of the Compensated Persons arising out of or in connection with Farmee's operations the breach by the Buyer of any of its obligations under this Agreement or its gross negligence, bad faith or wilful misconduct in connection with its obligations under this Agreement. Farmee shall RELEASE, DEFENDin each case, INDEMNIFYon an after Tax basis. 8.2 To the fullest extent permitted by law, the Buyer releases from liability, and HOLD HARMLESS Eni and Nexenagrees that no liability shall attach to, and their respective parentany Compensated Person as against the Buyer or any third party, subsidiary and affiliated companiesin contract or otherwise, its and their joint ownersfor any loss, co-lesseesinjury, partnersdamage, joint venturerscost, expense, claim or demand occurring on, or caused directly or indirectly by, any Commodities, and the officersrelevant Compensated Person shall not be liable to reimburse or compensate the Buyer in respect of any claim made against the Buyer for any such loss, directorsinjury, agentsdamage, consultantscost, insurers expense, claim or demand. 8.3 The Buyer shall give the Seller and employees the Representative prompt notice of all any occurrence or condition actually known to it as a consequence of which any Compensated Person is entitled to reimbursement or compensation under Clause 8.1. 8.4 Nothing contained in the foregoing provisions of this Clause 8 shall, where a Compensated Person has failed to evidence to the Buyer a degree of care and diligence required of it in its applicable role, relieve or indemnify such Compensated Person from or against any liability which by virtue of any rule of law would otherwise attach to it in respect of any fraud, gross negligence or wilful default of which it may be guilty in relation to its duties and obligations. 8.5 Each Compensated Person claiming a payment pursuant to the above provisions of this Clause 8 shall deliver to the Buyer an account in writing of the foregoing amount requested with an accompanying statement in writing of the circumstances in which such liabilities have been incurred (individually and collectively referred to as the "Farmor GroupAccount and Statement") from ). The Buyer reserves the right to raise queries with such Compensated Persons regarding items listed in the Account and Statement. 8.6 If, under any applicable law and whether pursuant to a judgment being made or registered against the Buyer or in the liquidation, insolvency or analogous process of the Buyer or for any and all claimsother reason, demands, causes of action and judgments of whatsoever nature (together with all costs and fees any payment by the Buyer under or in connection with samethis Agreement is made or falls to be satisfied in a currency (the "other currency") arising other than that in favor of any person or entity which the relevant payment is expressed to be due (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoeverthe "required currency") for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLEAgreement, JOINT OR CONCURRENT NEGLIGENCEthen, FAULT OR STRICT LIABILITYto the extent that the payment (when converted into the required currency at the spot rate of exchange on the date of payment or, OF ANY MEMBER OF FARMOR GROUPif it is not practicable for the relevant Compensated Person to purchase the required currency with the other currency on the date of payment, providedat the spot rate of exchange as soon thereafter as it is practicable for it to do so or, howeverin the case of a liquidation, that insolvency or analogous process, at the spot rate of exchange on the latest date permitted by applicable law for the determination of liabilities in no event shall Farmee be liable under this paragraph for any claimssuch liquidation, demands, causes of action insolvency or judgments that are analogous process) actually received by the result relevant Compensated Person falls short of the gross negligence or willful misconduct amount due under the terms of any member this Agreement, the Buyer undertakes that it shall, as a separate and independent obligation, indemnify the relevant Compensated Person against the amount of any member such shortfall. For the purpose of this Clause 8.6 "spot rate of exchange" means the Farmor Group. B. Eni agrees to (i) maintain spot rate at which the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors relevant Compensated Person is able on the Eni/Nexen Lease, relevant date to purchase the required currency with the other currency and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for take into account any claims, demands, causes charges and other reasonable actual costs of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeeexchange.

Indemnities. A. Farmee (1) The Corporation hereby agrees to (i) maintain indemnify and hold National Bank Financial Inc. and the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, other Underwriters and/or any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and of their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, affiliates and the directors, officers, directors, agents, consultants, insurers employees and employees of all shareholders of the foregoing Underwriters (individually and collectively hereinafter referred to as the "Farmor Group"“Personnel”) harmless from and against any and all expenses, losses (other than loss of profits), claims, demandsactions, causes damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of action any actions, suits, proceedings or claims), and judgments the reasonable fees and expenses of whatsoever nature (together its counsel that may be incurred in advising with all costs respect to and/or defending any claim that may be made against the Underwriters, to which the Underwriters and/or the Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Underwriters and fees the Personnel hereunder or otherwise in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident the matters referred to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUPherein, provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in no event a final judgment that has become non-appealable shall Farmee be liable under this paragraph determine that: (a) the Underwriters or the Personnel have been grossly negligent or dishonest or have committed any fraudulent act in the course of such performance; and (b) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, dishonesty or fraud referred to in (a). (2) If for any claimsreason (other than the occurrence of any of the events itemized in (a) and (b) above), demandsthe foregoing indemnification is unavailable to the Underwriters or insufficient to hold it harmless, causes of action then the Corporation shall contribute to the amount paid or judgments that are payable by the Underwriters as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the gross negligence relative benefits received by the Corporation on the one hand and the Underwriters on the other hand but also the relative fault of the Corporation and the Underwriters, as well as any relevant equitable considerations; provided that the Corporation shall, in any event, contribute to the amount paid or willful misconduct payable by the Underwriters as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the fees received by the Underwriters hereunder pursuant to this Agreement. (3) The Corporation agrees that in case any legal proceeding shall be brought against the Corporation and/or the Underwriters by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Corporation and/or the Underwriters and any Personnel of the Underwriters shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Corporation by the Underwriters, the Underwriters shall together have the right to employ one of its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Underwriters for time spent by the Personnel in connection therewith) and out-of-pocket expenses incurred by the Personnel in connection therewith shall be paid by the Corporation as they occur. (4) Promptly after receipt of notice of the commencement of any member legal proceeding against the Underwriters or any of the Personnel or after receipt of notice of the commencement of any member investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Corporation, the Underwriters will notify the Corporation in writing of the Farmor Groupcommencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Corporation, will keep the Corporation advised of the progress thereof and will discuss with the Corporation all significant actions proposed. B. Eni agrees (5) The indemnity and contribution obligations of the Corporation shall be in addition to (i) maintain any liability which the Eni/Nexen Lease free ofCorporation may otherwise have, shall extend upon the same terms and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY conditions to the Personnel of the Underwriters and HOLD HARMLESS Farmee Group (as herein defined) from shall be binding upon and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for enure to the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASEany successors, DEFENDassigns, INDEMNIFY, heirs and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all personal representatives of the foregoing (individually and collectively referred to as Corporation, the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees Underwriters and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event Personnel. The foregoing provisions shall Farmors be liable survive the completion of professional services rendered under this paragraph for Agreement or any claims, demands, causes of action or judgments that are the result termination of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted authorization given by Farmeethis Agreement.

Indemnities. A. Farmee a. Grantee covenants and agrees to (i) maintain the El Paso Lease free ofdefend, protect, indemnify and hold harmless Grantor, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agentsemployees and agents (“Grantor Indemnitees”), consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, including any action or proceedings brought thereon, and all demands, suits, causes of action action, judgments, costs, losses, demands, fees, fines, damages, expenses, obligations and judgments liabilities (including reasonable attorneys’ fees actually incurred and cost of suit, litigation, arbitration and settlement) of any kind or nature whatsoever nature (together with all costs collectively, “Claims”), arising from or as a result of or in any way related to, directly or indirectly, (i) Grantee’s exercise of any of the rights and fees in connection with sameprivileges herein granted to Grantee, including damages relating to: (a) arising in favor injury or death of any person or entity (including Farmeewithout limitation, the employees of Grantor Indemnitees), and (b) damage to, or loss or destruction of any property, (ii) any material breach by Grantee of this Agreement, (iii) the use of the Easements and the Easement Area by Grantee, its employees, each Farmor's agents and employees and any other person (iv) the acts or entity whomsoever) for omissions of Grantee, its agents and employees on or on account of personal injury, death, with respect to the Easement Area or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, the Grantor Property; provided, however, that notwithstanding anything to the contrary, in no event shall Farmee be liable under this paragraph Grantee have any liability to Grantor for any claims, demands, causes of action or judgments that are (i) the result of the gross negligence or willful misconduct of Grantor, or its employees, agents, contractors, vendors, or any member of any member of other persons given access to the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free ofGrantor Property by Grantor, and (ii) ▇▇▇▇▇▇Epre-existing conditions affecting the Property, DEFENDor (iii) Grantee’s mere discovery of any information potentially having a negative impact on Grantor or the Grantor Property (including any Claims arising out of, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) resulting from and against, or incurred in connection with the discovery of any and all debts, charges, liens or other like encumbrances associated with operations conducted Hazardous Materials on or about the Grantor Property. b. Lessee and Grantee each (for purposes of this Subsection 10.b, the benefit of “First Party”) covenants and agrees to defend, protect, indemnify and hold harmless the Eni/Nexen Lease by or for Eni or Nexen or their other party and its respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agentsemployees and agents (with respect to such party, consultants“Indemnitees”), insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claimsClaims arising from or as a result of or in any way related to, demandsdirectly or indirectly, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with samei) arising in favor the First Party’s exercise of any party of the rights and privileges granted to it under the Lease or this Agreement (as the case may be), including damages relating to: (a) injury or death of any person (including Farmorswithout limitation, their employeesthe employees of Indemnitees), Farmee's and (b) damage to, or loss or destruction of any property, (ii) any material breach by the First Party of this Agreement, (iii) the use of the Easements and the Easement Area by the First Party, its agents and employees and any other party whomsoever(iv) for the acts or omissions of the First Party, its agents and employees on ac▇▇▇▇▇ of personal injury, death, or property damage, incident with respect to the Easement Area or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, Grantor Property; provided, however, that notwithstanding anything to the contrary, in no event shall Farmors be liable under this paragraph the First Party have any liability to any Indemnitee for any claims, demands, causes of action or judgments that are (i) the result of the gross negligence or willful misconduct of such Indemnitee, or its employees, agents, contractors, vendors, or any member other persons given access to the Grantor Property by such Indemnitee, (ii) pre-existing conditions affecting the Grantor Property, or (iii) the First Party’s mere discovery of any information potentially having a negative impact on the Farmee Group. For avoidance other party or the Grantor Property (including any Claims arising out of, resulting from or incurred in connection with the discovery of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by FarmeeHazardous Materials on or about the Grantor Property.

Indemnities. A. Farmee agrees to (i) maintain Each party will indemnify, defend and hold harmless the El Paso Lease free ofother Party and its affiliates and each of their respective directors, and (ii) RELEASEofficers, DEFENDemployees, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and againstagents. assigns, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexencontractors, and their respective parentsuccessors (“Indemnitees”) from damages, subsidiary and affiliated companieslosses, its and their joint ownersliabilities, co-lesseesfines, partners, joint venturerspenalties, and the officersrelated costs (including attorneys’ fees and disbursements and costs of investigation, directorslitigation, agentssettlement, consultantsjudgment, insurers interest and employees of all of the foregoing penalties) (individually and collectively referred to as the "Farmor Group"collectively, “Losses”) arising from and against any and all third party claims, demands, causes of action and judgments of whatsoever nature proceedings, cases or other actions brought by third parties (together with all costs and fees in connection with samecollectively, “Claims”) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of to the extent the Claim results from: A. personal injury, death, or property damage, incident damage to or arising out destruction of Farmee's operations tangible personal property or real property to the extent caused by the tortious conduct of such Party or any of its Personnel in the performance of its obligations under this Agreement and EXPRESSLY INCLUDING THE SOLEAgreement; B. in the case of Sprint, JOINT OR CONCURRENT NEGLIGENCEa claim that the Services, FAULT OR STRICT LIABILITYas provided, OF ANY MEMBER OF FARMOR GROUPinfringe or misappropriate a patent, copyright or other intellectual property right of a third party; provided, however, that if a final injunction is obtained against Customer prohibiting use of Services by reason of infringement or misappropriation of any such intellectual property right, Sprint will, at its option and expense, either: (a) procure the right for Customer to continue using the Services; (b) procure alternative Services that furnish equivalent functionality, performance and compatibility; or (c) if neither of the foregoing are reasonably feasible, terminate the affected Services, provided that Customer will have the right to terminate any other Services impacted by such termination, Customer will not be obligated to pay any termination fees, and such termination will be subject to the Transition Period; C. the intentional acts or omissions, willful misconduct by such Party or its Personnel in no event shall Farmee be liable the performance of its obligations under this paragraph Agreement; D. in the case of Sprint, claims for unpaid federal, state, or local taxes or FICA requirements from Sprint employees’ services performed while assigned to Customer or for any claimsFair Labors Standards Act claims for minimum wage and overtime payments to Sprint employees; E. in the case of Customer, demands, causes of action the use or judgments that are the result misuse of the gross negligence Services except as approved by Sprint in writing; or F. in the case of Customer, claims arising from information, data, or willful misconduct of any member of any member of messages transmitted over the Farmor Group. B. Eni agrees to Sprint network by Customer or its End Users, including (i) maintain the Eni/Nexen Lease free ofclaims for libel, slander, invasion of privacy, infringement of copyright, and invasion or alteration of private records or data; (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY claims for infringement of patents arising from the use of hardware and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease software not provided by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees Sprint in connection with samethe Services; and (iii) arising in favor claims based on transmission and uploading of any party (including Farmorsinformation that contains viruses, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, deathworms, or property damage, incident to other destructive media or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeeother unlawful content.

Indemnities. A. Farmee 16.1 JDI (on behalf of itself and the JDI Affiliates) agrees to with the Unilever Parties (ion trust for themselves and each Unilever Affiliate) maintain that it shall indemnify and keep the El Paso Lease free ofUnilever Parties and each of their respective Affiliates indemnified on an after-tax basis against all losses, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debtscosts, charges, liens claims, expenses and liabilities suffered or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and incurred by either or both of the Unilever Parties and/or any of their respective parentAffiliates as a result of: (A) JDI or any of its Affiliates acting in breach of clauses 5, subsidiary and affiliated companies6, its and their joint owners9, co-lessees12.1, partners19, joint venturers20.2, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing 21 or 23; (individually and collectively referred to as the "Farmor Group"B) from and a claim brought against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or it by an employee arising out of Farmee's operations under the employment or the 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 agreement, but in no event later than two years after the termination of this agreement in whole or in relevant part (including, without prejudice to the generality of the foregoing, where on any termination of this agreement or otherwise any such employee becomes an employee of the Unilever Parties or any of their respective Affiliates or of any third party pursuant to any applicable law or regulation); and EXPRESSLY INCLUDING THE SOLEprovided further that in respect of such employee, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that JDI in no event shall Farmee indemnify the Unilever Parties except for costs relating to redundancy or 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 incurred by it or any of its Affiliates as a result of: (A) the Unilever Parties or any of their respective Affiliates acting in breach of clauses 3, 5, 7, 8, 9, 12, 21 or 23; (B) product recalls, product warranty or product liability or similar claims relating to the 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 circumstances are the subject of a claim with merit against JDI or any of its Affiliates under any Supply Agreement); (C) claims brought by a Governmental Authority or any third party against JDI or any of its Affiliates that the Products, including, for the avoidance of doubt, any materials provided to JDI or any of its Affiliates by the Unilever Parties or any of their 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 extent that the same directly results from the negligence or a Wilful Breach or failure to comply with clause 5.6 or 6.13 in each case of JDI or any of its Affiliates or to the extent that such 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 the performance (or non-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). (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 paragraph agreement to any other person for loss of profits, loss of margin, loss of contract, loss of goodwill or any claimsother indirect, demandsspecial or consequential losses of any nature whatsoever, causes whether or not caused by or resulting from the negligence of action such party or judgments that are a breach of its statutory duties or a breach of its obligations hereunder howsoever caused. (B) The Parties shall use reasonable endeavours to mitigate the loss and damage (if any) suffered or incurred by them or any of their respective Affiliates as a result of the gross negligence or willful misconduct any breach by another Party of any member of any member of the Farmor Groupthat other Party’s obligations under this agreement. B. Eni agrees to (C) No Party shall bring any claim under this agreement against any other Party: (i) maintain for an amount which exceeds the Eni/Nexen Lease free of, and level of any limitation on the liability under this agreement of the Party against which such claim is made; or (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee other than in accordance with the applicable procedures (if any) set out in this agreement relating to the making of claims under this agreement between the Parties. 16.5 Neither the Unilever Parties nor JDI nor any other member of either the Unilever Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit JDI Group shall be permitted to recover more than once in respect of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable same loss under this paragraph for agreement or any claims, demands, causes of action Supply Agreement or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by FarmeeUmbrella Agreement.

Indemnities. A. Farmee agrees to (i) maintain 9.1 No claim shall be made by the El Paso Lease free ofCompany against Investec, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, or any and all debts, charges, liens subsidiary undertaking or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and holding company of Investec or any of their respective parentdirectors, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directorsor employees (each, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with sameInvestec, for the purposes of this Clause 9 an Indemnified Person) arising in favor of to recover any person or entity (including Farmeeloss, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to cost, charge or expense which the Company may suffer or incur by reason of or arising out of Farmee's operations the carrying out by Investec, or on its behalf, of its obligations and services under and in accordance with this Agreement except to the extent that such loss, damage, cost, charge or expense arises as a result of: (i) the fraud, bad faith, negligence or wilful default of an Indemnified Person; or (ii) from a material breach of the terms of this Agreement by Investec; or (iii) from a contravention by an Indemnified Person of the regulatory system (as defined in the handbook and EXPRESSLY INCLUDING THE SOLErules of the Financial Services Authority) or breach or contravention of the provisions of the FSMA or the AIM Rules; or (iv) is of such a nature that liability may not be excluded pursuant to the FSMA. 9.2 Without prejudice to the rights of Investec as agent of the Company under the general law, JOINT OR CONCURRENT NEGLIGENCEthe Company hereby undertakes to Investec (for itself and as a trustee (but on terms that it shall be entitled in its own discretion to waive any entitlement hereunder (or otherwise make settlements with respect hereto) to such extent as it may think fit having regard to its own and any other interest it may determine) for each and every other Indemnified Person) to indemnify each Indemnified Person against all or any claims (whether or not successful, FAULT OR STRICT LIABILITYcompromised or settled), OF ANY MEMBER OF FARMOR GROUPactions, provided, however, that in no event shall Farmee be liable under this paragraph for any claimsliabilities, demands, causes of action proceedings or judgments that are the result judgements brought or established against any Indemnified Person in any jurisdiction by any subscriber or purchaser of the gross negligence Placing Shares pursuant to the Placing or willful misconduct by any subsequent purchaser or transferee of Placing Shares or by any governmental agency or regulatory body or any other person whatsoever and against all losses, costs, charges, expenses (including legal fees reasonably incurred) or taxes (including, VAT, stamp duty and SDRT but excluding corporation tax on normal trading profits) which any Indemnified Person may suffer or incur (including, but not limited to, all such losses, costs, charges, reasonable expenses or taxes suffered or incurred in disputing any claim, action, liability, demand or proceedings aforesaid and/or in establishing its right to be indemnified pursuant to this Clause 9.2) and which in any such case arises, directly or indirectly, out of or is attributable to or is in connection with: (a) the neglect or default of the Company; and/or (b) Investec acting as agent or adviser to the Company in connection with the Placing or Admission in accordance with the terms of this Agreement; and/or (c) any statement in the Circular or Presentation being or being alleged to be untrue, inaccurate, misleading or not based on reasonable grounds; and/or (d) any breach or alleged breach by the Company of any member of its obligations hereunder or any breach or alleged breach by the Company of the Warranties; and/or (e) the issue or approval by Investec for the purpose of Section 21 of the FSMA of any member financial promotion in connection with the Placing and Admission; and/or (f) any failure or alleged failure by the Company or any of the Farmor Group. B. Eni agrees Directors or their agents, employees or professional advisers to comply with the FSMA, the AIM Rules, the NYSE AMEX Rules, the SEC Regulations, the Rules of the London Stock Exchange or any other requirements of statute or statutory regulation in any jurisdiction in relation to the Placing or Admission; unless and to the extent that any of them arises as a result of: (i) maintain the Eni/Nexen Lease free offraud, and bad faith, negligence or wilful default of an Indemnified Person; or (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group from a material breach of the terms of this Agreement by Investec; or (iii) from a contravention by an Indemnified Person of the regulatory system (as herein defined) from defined in the handbook and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit rules of the Eni/Nexen Lease by Financial Services Authority) or for Eni breach or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all contravention of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result provisions of the gross negligence FSMA or willful misconduct the AIM Rules; or (iv) is of any member of such a nature that liability may not be excluded pursuant to the Farmee Group. FSMA. 9.3 For the avoidance of doubt, Farmors' release, defense, the indemnity and hold harmless obligations herein do pursuant to Clause 9.2 shall not apply relate to any operations conducted loss, cost, charge, expense or tax which any Indemnified Person may suffer or incur, arising directly or indirectly out of, or is attributable to or is in connection with, the subscription for Placing Shares by FarmeeInvestec pursuant to Clause 6.1 or the acquisition or disposal by any Indemnified Person of any Common Shares. 9.4 If Investec becomes aware of any claim made or threatened within the scope of the indemnity set out in this Clause 9, Investec shall promptly notify the Company thereof and shall thereafter (subject to the Indemnified Person being indemnified and secured to their reasonable satisfaction by the Company against all costs, charges, damages and expenses the Indemnified Person may suffer or incur as a result of so doing), subject to the requirements (if any) of the Indemnified Person’s insurers, consult with the Company regarding the Indemnified Person’s conduct of the Claim and shall provide the Company with such information and copies of such documents relating to the claim as the Company may reasonably require provided that the Indemnified Person shall not be under any obligation to take into account any requirements of the Company in connection with such conduct nor to provide the Company with a copy of any document which is, or in the reasonable opinion of the Indemnified Person’s advisers, is likely to be privileged in the context of the claim. 9.5 If the Company becomes aware of any claim made or threatened within the scope of the indemnity set out in this Clause 9 or any matter which may give rise to a claim the Company shall notify Investec and shall provide the Indemnified Person with such information and copies of such documents relating to the claim as they may reasonably require provided that the Company shall not be required to do so to the extent that:- (a) the Company in good faith considers a relevant document to be subject to a bona fide duty of confidentiality owed by it to a third party or to be privileged in the context of any litigation by the Company against the Indemnified Person (or vice versa) connected with the claim; or (b) it would prejudice any insurance cover to which the Company may from time to time be entitled. 9.6 The Company agrees that it will not without the prior written consent of Investec settle or compromise or consent to the entry of any judgement with respect to any pending or threatened claim in respect of which indemnification may be sought by any Indemnified Person under this Clause 9 (whether or not the Indemnified Person is an actual or potential party to such claim) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim. 9.7 Investec may defend, compromise, settle or deal with any claim made or threatened within the scope of the indemnity set out in this Clause 9 as it sees fit (having considered the Company’s reasonable requests).

Indemnities. A. Farmee 15.1. The Lessor hereby agrees at all times to (i) maintain indemnify and hold the El Paso Lease free ofLessee and its directors, officers, agents and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) employees harmless from and against: (a) all and any liabilities, claims, proceedings, penalties, fines, costs and expenses whatsoever which may at any time be made or claimed by any person (including without limitation any director, officer, employee, agent or sub-contractor of the Lessor) or by their respective dependents arising directly or indirectly out of or in any way connected with any breach of this Agreement by the Lessor or arising directly or indirectly out of or in any way connected with any proceedings between Lessor and Intel Corporation; and (b) all debtsliabilities, chargesclaims, liens proceedings, penalties, fines, costs and expenses which may at any time be made or claimed on the grounds that any design, article or material in the Equipment or any part thereof or the operation or use thereof constitutes an infringement of any patent, copyright, design or other like encumbrances associated proprietary right. 15.2. The Lessor shall fully indemnify the Lessee against any loss, damage, expense or liability (as to the amount of which the certificate of the Lessor shall be prima facie evidence) which the Lessee may sustain or incur as a consequence of the occurrence of any Termination Event. 15.3. The Lessee hereby agrees at all times to indemnify and hold the Lessor and its directors, officers, agents and employees harmless from and against all and any liabilities, claims, proceedings, penalties, fines, costs and expenses whatsoever which may at any time be made or claimed by any person (including without limitation any director, officer, employee, agent or sub-contractor of the Lessee) or by their respective dependents arising directly or indirectly out of or in any way connected with Farmeeany breach of this Lessee's operations obligations under this Agreement. 15.4. Farmee All indemnities contained in this Clause 15 shall RELEASEcontinue in full force and effect notwithstanding termination of this Agreement for any reason and notwithstanding the cessation of business or dissolution or any change in the constitution of the Lessee, DEFENDor any other fact, INDEMNIFYevent or circumstance of any kind whatsoever, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all whether similar to any of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Groupnot. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.

Indemnities. A. Farmee 11.1 Cobalt agrees to (i) maintain the El Paso Lease free ofindemnify, protect, defend, and hold harmless Gateway and its directors, officers, employees, distributors, dealers, affiliates, insurers, and customers (ii"Indemnified Parties") RELEASEduring the term of this Agreement and any time thereafter against any Claim (a) arising out of or relating to the death of or injury to any person or any damage to tangible property caused by Cobalt or its employees or other representatives; (b) alleging or asserting, DEFENDin whole or in part, INDEMNIFY facts that, if true would constitute a breach of any of the warranties made by Cobalt under this Agreement; or (c) alleging or asserting, in whole or in part, negligence or other fault on the part of Cobalt in the design, testing, development, manufacture, marketing, or selling of a Product or undertaking any other actions with respect to a Product or parts thereof, or (d) involving product liability, strict product liability, or any variation thereof. 11.2 Without limiting the foregoing, Cobalt shall vigorously pursue the defense or settlement of any such Claim, and HOLD HARMLESS Farmor Group (as herein defined) from Cobalt shall be solely responsible for, and againstshall pay, any and all debtsdamages, chargeslosses, liens costs, settlements, judgements, and expenses (including, but not limited to, court costs and reasonable attorneys' fees) arising out of or other like encumbrances associated with Farmee's operations related to any such Claim. 11.3 If Gateway is enjoined from using any Product, Cobalt shall, at its own expense, use its best efforts to procure the right for Gateway to exercise all rights granted under this Agreement. Farmee If such efforts are not successful, upon Gateway's request, Cobalt shall RELEASEpromptly either (a) replace the infringing Products with non-infringing products that have substantially the same quality, DEFEND, INDEMNIFYperformance, and HOLD HARMLESS Eni and Nexenfunctionality; (b) modify any infringing Product so it becomes non-infringing without loss of performance or functionality; or (c) refund to Gateway the amounts paid for such Products. 11.4 Gateway shall indemnify, protect, defend, and their respective parenthold harmless Cobalt and its directors, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directorsemployees, agents, consultants, affiliates and insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claimsliability, demandsclaim, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person demands or entity (including Farmee, its employees, each Farmor's employees and any other person cost or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, expense that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are is the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens design or other like encumbrances associated with operations conducted on or for special requirements specified in writing by a duly authorized representative of Gateway and actually incorporated into a Product in the benefit of the Eni/Nexen Lease exact manner specified by or for Eni or Nexen or their respective predecessor(s)-in-interestGateway. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the The foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do does not apply to any operations conducted by Farmeefeatures, functions or components already included in the Product or the Product as a whole.

Indemnities. A. Farmee agrees 6.1 Each Party to (i) maintain this Agreement shall indemnify, hold harmless and defend the El Paso Lease free ofPartnership, the other Parties and (ii) RELEASEtheir Affiliates, DEFENDas the case may be, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and againstagainst all Suits, claims, demands, losses, damages and expenses arising from or incident to any and all debts, charges, liens infringement or claimed infringement of any patent or other like encumbrances associated rights for which such Party is responsible. A Party shall be deemed responsible for such infringement if such infringement results from the use, in connection with Farmee's operations under the manufacturing, selling or 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. Farmee The Partnership shall RELEASEbe deemed responsible for such infringement if such infringement results from the use, DEFENDin connection with the operating, INDEMNIFYselling or distributing activities contemplated by this Agreement, of patented inventions, know-how or other intellectual property obtained by the Partnership or owned by the Partnership pursuant to Section 5.5 of this Agreement. 6.2 Each Party shall be required to indemnify, hold harmless and HOLD HARMLESS Eni and Nexen, defend the other Parties and their respective parentAffiliates, subsidiary as the case may be, with respect to any claims, liabilities, damages and affiliated companieslosses resulting from its own gross negligence or will1ful misconduct, its except as otherwise expressly provided in any agreement between such Party and the Partnership. Additionally, each Party shall indemnify, hold harmless and defend the other Parties and their joint ownersAffiliates, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") 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 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, demandsliabilities, causes of action damages and judgments of whatsoever nature (together with all costs losses, including attorney's fees, imposed upon such other Parties and fees Affiliates and in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or way arising out of Farmee's operations under or relating to the Partnership, including but not limited to those arising from any breach of contract by the Partnership, or any transactions contemplated by this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are under-taken by the result of the gross negligence or willful misconduct of any member of any member of the Farmor GroupPartnership. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.

Indemnities. A. Farmee agrees to 10.1 The Borrower shall indemnify the Indemnified Parties, on demand, against all reasonable certified costs, expenses, liabilities and losses (ibut excluding consequential loss and loss of profits) maintain the El Paso Lease free sustained or incurred as a result of, or in connection with: 10.1.1 the failure to make any payment when due hereunder; 10.1.2 the occurrence and/or continuance of any Event of Default and/or acceleration of repayment of any Borrowings pursuant to Clause 9.2; 10.1.3 any remedial action required to be taken under any Environmental Laws by an Indemnified Party in respect of any Release or in respect of the environmental condition of any assets or properties of the Borrower; 10.1.4 any non-compliance by the Borrower under any Environmental Laws, in respect of actions of any Governmental Authority under any Environmental Laws or in respect of the environmental condition of any assets or properties of the Borrower; or 10.1.5 any Environmental Liability arising directly or indirectly from the provision by any Bank of credit to the Borrower or the provision or granting of any Security Interest to the Agent or any Bank or any realization of, against or upon any of the assets or properties of the Borrower; (all the foregoing in this Clause 10.1, collectively, the ‘Indemnified Liabilities’), provided that the Borrower shall have no obligation hereunder to any Indemnified Party with respect to Indemnified Liabilities to the extent such Indemnified Liabilities result from the gross negligence or wilful misconduct of or on behalf of such Indemnified Party or from a Release at, on, under or from assets or properties of the Borrower that occurs entirely following an Indemnified Party’s taking possession of such assets or property by foreclosure, power of sale or similar transfer and (ii) RELEASEthat did not exist on or at such asset or property prior to such Indemnified Party’s possession thereof. Notwithstanding any other provision of this Agreement or any other Loan Document, DEFENDno Indemnified Party shall be liable for any special, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and againstindirect, consequential or punitive damages in connection with its activities related to this Agreement or any and all debts, charges, liens other Loan Document or other like encumbrances associated with Farmee's operations under this Agreementany of the transactions in connection herewith or therewith. Farmee shall RELEASE, DEFEND, INDEMNIFYWithout limiting the foregoing, and HOLD HARMLESS Eni and Nexento the extent permitted by Applicable Law, the Borrower agrees not to assert, and their respective parenthereby waives, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees all rights for contribution or any other rights of all of the foregoing (individually and collectively referred recovery with respect to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all penalties, fines, liabilities, settlements, damages, costs and fees in connection with same) arising in favor expenses of any person whatever kind or entity (including Farmeenature, its employees, each Farmor's employees and any other person under or entity whomsoever) for or on account of personal injury, death, or property damage, incident related to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, howeverEnvironmental Laws, that any of them might have by statute or otherwise against any Indemnified Party except in no event shall Farmee be liable under this paragraph for any claims, demands, causes the case of action or judgments that are the result of the gross negligence or willful wilful misconduct of any member of any member of the Farmor Groupsuch Indemnified Parties. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.

Indemnities. A. Farmee (a) In addition to any other obligation of the Borrower under this Agreement, the Borrower agrees to indemnify and save harmless the Agent and each Lender from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against any of them which relate to or arise out of or result from any failure by the Borrower to satisfy its obligations under this Agreement when due or fulfil any of its other obligations under this Agreement, including, without limitation: (i) maintain any cost or expense incurred by reason of the El Paso Lease free of, and liquidation or re-employment in whole or in part of deposits or other funds required by any Lender to fund any BA Loan or LIBOR Loan; (ii) RELEASEthe Borrower's failure to provide for the payment to the Agent or the Issuing Bank, DEFENDas the case may be, INDEMNIFY and HOLD HARMLESS Farmor Group for the account of each of the Lenders, of the full principal amount of each BA Loan on its maturity date or of any LC Disbursement; (as herein definediii) from and againstthe Borrower's failure to give any notice required to be given by it to the Agent hereunder; or (iv) the failure of the Borrower to make any other payment due under this Agreement on its due date, including, without limitation, any and all debts, charges, liens interest or fees. (b) In addition to any other like encumbrances associated with Farmee's operations obligation of the Borrower under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, the Borrower agrees to indemnify and HOLD HARMLESS Eni save harmless the Agent and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") each Lender from and against any and all losses, costs, claims, demandsdamages, causes liabilities, expenses and obligations (other than expenses of action and judgments the Agent of whatsoever the nature (together with all costs and fees described in Section 19.1) which any of them may sustain or incur or which may be asserted against them in connection with same) arising in favor the extension of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under credit contemplated by this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable their duties under this paragraph for any claims, demands, causes the Loan Documents other than those arising as a consequence of action or judgments that are the result of the their gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free ofmisconduct, and (ii) ▇▇▇▇▇▇Eexcept those amounts which the Borrower is not obliged to pay, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees provided in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by FarmeeSection 22.3(c).

Indemnities. A. Farmee a) Notwithstanding any provisions in the Note or Mortgage or any other instrument evidencing, securing, guaranteeing or executed in connection with the Loan (collectively the "Loan Documents") limiting or negating Indemnitor’s personal liability, Indemnitor agrees to (i) maintain the El Paso Lease free of, unconditionally and (ii) RELEASE, DEFEND, INDEMNIFY absolutely indemnify and HOLD HARMLESS Farmor Group hold Mortgagee (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companiesdefined in Section 12 hereof), its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agentspolicyholders, consultantsemployees, insurers agents and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") attorneys harmless from and against any and all claimsloss, demandscost, causes of action and judgments of whatsoever nature (together with all costs and fees liability, damage, claim or expense, including attorneys’ fees, suffered or incurred by Mortgagee in connection with same) arising in favor the Mortgaged Property at any time, whether before, during or after enforcement of any person or entity (including FarmeeMortgagee’s rights and remedies upon default under the Loan Documents, its employees, each Farmor's employees and any other person or entity whomsoever) for under or on account of personal injury, deathof, or as a result of (i) any Environmental Laws, as that term is defined in Section 13 hereof, (ii) any presence, release, or threat of release of Hazardous Materials, as defined in Section 13 hereof, at, upon, under or within the Mortgaged Property, (iii) the presence of asbestos or asbestos-containing materials, PCB’s, radon gas, urea formaldehyde foam insulation or lead (whether in paint, water, soil, or plaster) at the Mortgaged Property, (iv) any breach of the covenants and warranties made in Section 2 hereof or in Paragraph 39 of the Mortgage, (v) the falsity of any of the representations made in Section 2 hereof or in Paragraph 39 of the Mortgage, whether or not caused by Indemnitor or (vi) the failure of Indemnitor to duly perform the obligations or actions set forth in Section 2 hereof and in Paragraph 39 of the Mortgage, including, without limitation, for all parts of this subsection 1(a), with respect to: (A) the imposition by any governmental authority of any lien upon the Mortgaged Property, (B) clean-up costs, (C) liability for personal injury or property damage or damage to the environment, (D) any diminution in the value of the Mortgaged Property and (E) fines, penalties and punitive damages. b) Indemnitor further agrees that Mortgagee shall not assume any liability or obligation for loss, damage, incident fines, penalties, claims or duty to clean up or dispose of wastes or materials on or relating to the Mortgaged Property as a result of any conveyance of title to the Mortgaged Property to the Mortgagee or otherwise or as a result of any inspections or any other actions made or taken by Mortgagee on the Mortgaged Property. Indemnitor agrees to remain fully liable and shall indemnify and hold harmless Mortgagee from any costs, expenses, clean-up costs, waste disposal costs, litigation costs, fines and penalties, including without limitation any costs, expenses, penalties and fines within the meaning of any Environmental Laws. c) Indemnitor shall assume the burden and expense of defending Mortgagee, with counsel satisfactory to Mortgagee, against all legal and administrative proceedings arising out of Farmee's operations the occurrences set forth in this Indemnification Agreement. Mortgagee shall have the right, but not the obligation, to participate in the defense of any such proceedings. Indemnitor may compromise or settle any such proceedings without the consent of Mortgagee only if the claimant agrees as part of the compromise or settlement that Mortgagee shall have no responsibility or liability for the payment or discharge of any amount agreed upon or obligation to take any other action. d) Indemnitor shall pay when due any judgments against Mortgagee which have been indemnified under this Indemnification Agreement and EXPRESSLY INCLUDING THE SOLEwhich are rendered by a final order or decree of a court of competent jurisdiction from which no further appeal may be taken or has been taken within the applicable appeal period. In the event that such payment is not made, JOINT OR CONCURRENT NEGLIGENCEMortgagee, FAULT OR STRICT LIABILITYin its sole discretion, OF ANY MEMBER OF FARMOR GROUPmay pay any such judgments, providedin whole or in part, howeverand look to Indemnitor for reimbursement pursuant to this Indemnification Agreement, or may proceed to file suit against Indemnitor to compel such payment. e) It is understood that the presence and/or release of substances referred to in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result section 1(a) hereof does not pertain to a presence and/or release which first occurs solely after (A) repayment of the gross negligence Loan in full accordance with the Loan Documents or willful misconduct (B) acquisition of any member title to the Mortgaged Property by Mortgagee upon a foreclosure or acceptance of any member a deed in lieu of foreclosure and surrender of possession and occupancy of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease Mortgaged Property by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS FarmeeIndemnitor, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultantsaffiliates, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoeverindependent contractors. Indemnitor shall have the burden of proving that the conditions in this subsection (e) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident were satisfied by clear and convincing evidence and shall continue to or arising in connection defend with operations by Farmors on the Eni/Nexen Lease, counsel satisfactory to Mortgagee and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity indemnify and hold Mortgagee harmless obligations herein do not apply to any operations conducted by Farmeefor all matters set forth in Section 1(a) hereof, unless and until a court of competent jurisdiction finds that Indemnitor has met such burden.

Indemnities. A. Farmee agrees to (i) maintain the El Paso Lease free ofa. Storyful will indemnify, defend, and (ii) RELEASE, DEFEND, INDEMNIFY hold harmless Licensee and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, each of its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, owners, shareholders, representatives, officials, employees, agents, consultantssuccessors and assigns, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demandsdamages, causes of action losses, liabilities, actions, judgments, costs, and judgments of whatsoever nature expenses, including reasonable legal fees (together with all costs and fees in connection with sametogether, “Claims”) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or brought by a third party arising out of Farmee's operations under this Agreement or in connection with: (a) the infringement or alleged infringement of any third party copyright in the Licensed Content; or (b) Storyful’s breach of its representation and EXPRESSLY INCLUDING THE SOLEwarranties set forth in Section 2. Notwithstanding the foregoing, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable will Storyful have any obligations or liability under this paragraph for Section 3 to the extent that any claims, demandsdamages, causes of action or judgments that losses, liabilities, actions, judgments, costs, and expenses are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees related to (i) maintain any modifications by Licensee of the Eni/Nexen Lease free of, and Licensed Content or any other material provided by any party other than Storyful; or (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit combination of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASELicensed Content with any third party materials. b. Licensee will indemnify, DEFEND, INDEMNIFYdefend, and HOLD HARMLESS Farmee, hold harmless Storyful and each of its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, owners, shareholders, representatives, officials, employees, agents, consultantssubsidiaries, insurers affiliates, successors and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") assigns, from and against any and all claims, demandsdamages, causes of action and judgments of whatsoever nature (together with all losses, liabilities, actions, judgments, costs and fees expenses (including reasonable legal fees) brought by a third party arising out of or in connection with sameLicensee’s breach or claimed breach of its representations and warranties set forth in Section 2. c. Each party’s indemnification obligations under this Section 3 shall be conditioned on (i) arising in favor the party seeking indemnification (“Indemnitee”) giving the other party (“Indemnitor”) prompt written notice of any party claim; (including Farmorsii) Indemnitor being given the option to assume sole control over the defense of such claim; and (iii) Indemnitee providing Indemnitor with reasonable assistance in such defence and settlement, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeeat Indemnitor’s expense.

Indemnities. A. Farmee agrees to 4.1. UPN will defend, indemnify and hold harmless Licensee (i) maintain the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, including its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, owners, shareholders, employees and agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claimsthird party claims and expenses (including, demandswithout limitation, causes of action reasonable attorneys’ fees) and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor liabilities, but not including “lost profits” or consequential or indirect damages, due to UPN’s breach of any person of its obligations, representations or entity (including Farmeewarranties set forth in this Agreement. Notwithstanding the foregoing, its employees, each Farmor's employees and UPN does not make any other person representations or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free ofwarranties with respect to, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and shall not indemnify Licensee against, any claim, action or proceeding wherein it is alleged that matter contained in the Network Programs was the proximate cause of any criminal or self-destructive act or resulting civil damage. 4.2. Licensee will defend, indemnify and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmeehold harmless UPN, its successors, licensees, assigns and parent, subsidiary and affiliated companiescompanies or entities (including, its and their joint ownerswithout limitation, co-lessees, partners, joint venturersany partners in UPN), and the directors, officers, directorsemployees, agents, consultantssuccessors, insurers licensees and employees assigns of all each of the foregoing (individually and collectively referred to as the "Farmee Group") foregoing, from and against any and all third party claims and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities, due to: (i) the use by Licensee or its successors or assigns of the Network Programs (other than claims, demandsdamages, causes liabilities, costs or expenses as to which and to the extent that UPN is obligated to indemnify Licensee pursuant to the preceding paragraph); (ii) Licensee’s telecast or distribution of action and judgments of whatsoever nature promotional materials for the Network Programs other than those promotional materials delivered to Licensee by UPN; (together iii) Licensee’s failure to comply with all costs and fees in connection with same) arising in favor any restriction on the exercise of any rights granted to it under this Agreement; (iv) Licensee’s breach of any of its obligations, representations or warranties set forth in this Agreement; or (v) any matters excluded from UPN’s representations and warranties pursuant to clauses (i), (ii) or (iii) of paragraph 3.1, above. Licensee will remain responsible for honoring Licensee’s indemnity obligations pursuant to this paragraph 4.2 despite any assignment pursuant to paragraph 11, below. 4.3. Each party (including Farmorsagrees that, their employeesupon receipt or presentation of any claim or notification of the institution of any action with respect to which indemnification might be required hereunder, Farmee's employees and any such party will promptly notify the other party whomsoever) for or on ac▇▇▇▇▇ in writing thereof. With respect to any such indemnification, the indemnitor shall have the right to control the course and conduct of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Leasesuch defense, and EXPRESSLY INCLUDING THE SOLEthe indemnitee shall cooperate fully with the indemnitor in defending such claim. Any such indemnitee shall have the right, JOINT OR CONCURRENT NEGLIGENCEin its discretion and at its sole expense, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that to retain independent counsel and to participate in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, such defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.

Indemnities. A. Farmee Any provision hereof to the contrary notwithstanding, and whether or not the transactions contemplated by this Agreement shall be consummated: (a) The Company agrees to pay on demand (i) maintain all reasonable costs and expenses of the El Paso Lease free Agent and the Banks paid to third parties in connection with the preparation, execution, delivery and administration of this Agreement, the Notes and the Security Documents, and also in connection with any future amendment or supplement to or waiver or release with respect to (whether or not given) any of the foregoing (including, without limitation, the reasonable fees and out-of-pocket expenses of ▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., special counsel for the Agent and the Banks, and Liskow & ▇▇▇▇▇, special Louisiana counsel for the Agent and the Banks), and (ii) RELEASEall reasonable costs and expenses of the Agent and the Banks (including reasonable counsel fees and expenses), DEFENDif any, INDEMNIFY in connection with the enforcement of, and HOLD preservation of any rights under this Agreement, the Notes and the Security Documents. (b) THE COMPANY HEREBY ASSUMES LIABILITY FOR, AND AGREES TO INDEMNIFY, PROTECT, SAVE AND KEEP HARMLESS Farmor Group the Agent and each Bank and their respective successors and assigns and any of their respective officers, directors, employees, attorneys and agents, and any of them (as herein defined) hereinafter for purposes hereof called an "Indemnified Bank Party"), from and against, any and all debtsliabilities, obligations, losses, damages, penalties, claims, causes of action, suits, demands, judgments, costs, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASEexpenses and disbursements (including legal fees and expenses), DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever kind and nature (together with all costs hereinafter for the purposes hereof collectively called "Expenses"), imposed on, asserted against or incurred or suffered by any Indemnified Bank Party and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident way relating to or arising out of Farmee's operations this Agreement, any of the Security Documents or the construction, manufacture, installation, purchase, acceptance, non-acceptance, rejection, ownership, delivery, non-delivery, possession, use, occupancy, transportation, operation, insurance, condition, safety, return, sale, exchange or other disposition of or in respect of the Collateral or any portion thereof or interest therein, including latent and other defects, whether or not discoverable by the Company or any Indemnified Bank Party, any claim for patent, trademark or copyright infringement, any claim arising under the strict liability doctrine in tort or any claim arising from (a) injury to persons or property growing out of or in connection with the ownership or use of the Collateral, or any portion thereof or interest therein, or resulting from the condition or safety thereof or (b) violation or breach by the Company of any representation, warranty, covenant, agreement or condition contained in this Agreement or any of the Security Documents or of conditions, agreements, laws, regulations, requirements and EXPRESSLY INCLUDING THE SOLErules affecting or relating to the Collateral, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, or any portion thereof or interest therein; provided, however, that in no event the Company shall Farmee not be liable under this paragraph for required to indemnify any claims, demands, causes of action or judgments that are the result of the Indemnified Bank Party against Expenses incurred by an Indemnified Bank Party attributable to its gross negligence or willful misconduct misconduct; provided, further, THAT IT IS THE INTENT OF THE PARTIES HERETO THAT THE COMPANY INDEMNIFY EACH INDEMNIFIED BANK PARTY AGAINST EXPENSES INCURRED BY AN INDEMNIFIED BANK PARTY ATTRIBUTABLE TO THE CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER SOLE, CONCURRENT, CONTRIBUTORY OR OTHERWISE. If the Company shall have knowledge of any member Expense hereby indemnified against, it will give prompt written notice thereof to every Indemnified Bank Party concerned. All amounts payable by the Company under this Subsection 12.05(b) shall be paid directly to the Indemnified Bank Party or Parties entitled to indemnification. The Company shall be obligated under this Subsection 12.05(b) as primary obligor whether or not any Indemnified Bank Party shall also be indemnified with respect to the same matter under any other agreement by any other person, and any Indemnified Bank Party seeking to enforce the indemnification by the Company may proceed directly against the Company under this Subsection 12.05(b) without first resorting to any such other rights of indemnification. If any action, suit or proceeding shall be brought against any Indemnified Bank Party in connection with any claim indemnified against under this Subsection 12.05(b), the Company may (and, upon such Indemnified Bank Party's request, will), at the Company's own cost and expense, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended, by counsel selected by the Company and approved by such Indemnified Bank Party, and, in the event of any member failure by the Company to do so, the Company will pay all costs and expenses (including legal fees and expenses) incurred by such Indemnified Bank Party in connection with such action, suit or proceeding. In the event that the Company shall be required to make any payment under this Subsection 12.05(b), the amount payable (and which the Company hereby covenants to pay) shall be an amount which, after deduction of all taxes required to be paid by the particular Indemnified Bank Party in respect of the Farmor Group. B. Eni agrees to receipt thereof under the laws of the United States of America or of any political subdivision thereof (i) maintain after giving credit for any savings in respect of any such taxes by reason of deductions, credits or allowances in respect of the Eni/Nexen Lease free ofpayment of the expense indemnified against, and of any such taxes), shall be equal to the amount of such payment. Upon the payment in full by the Company of any indemnities under this Subsection 12.05(b), the Company shall be subrogated to any right of such Indemnified Bank Party in respect of the matter against which indemnity shall have been given. Thereafter, and so long as no Default or Event of Default has occurred and is continuing, any payment received by any Indemnified Bank Party from any person (iiexcept the Company) ▇▇▇▇▇▇Eas a result of any matter with respect to which such Indemnified Bank Party has been indemnified by the Company under this Subsection 12.05(b) shall be paid over to the Company to the extent necessary to reimburse the Company for indemnification payments previously made. Without limiting the generality of the foregoing, DEFENDTHE COMPANY HEREBY ASSUMES LIABILITY FOR, INDEMNIFY and HOLD AND AGREES TO INDEMNIFY, PROTECT, SAVE AND KEEP HARMLESS Farmee Group (as herein defined) each Indemnified Bank Party from and against, any and all debtsliabilities, obligations, losses, damages, penalties, claims, causes of action, suits, demands, judgments, costs, charges, liens or other like encumbrances associated with operations conducted on or for the benefit expenses and disbursements (including legal fees and expenses), which any of the Eni/Nexen Lease Indemnified Bank Parties may sustain or incur by reason of or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees arising out of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claimsclaims or proceedings (whether brought by a private party, demandsgovernmental authority, causes or otherwise) for bodily injury, property damage, abatement, remediation, environmental damage, or impairment or any other injury or damage resulting from or relating to any Hazardous Materials located upon, migrating into, from, or through or otherwise relating to any property of action and judgments the Company or any Subsidiary (whether or not the release of whatsoever nature (together with all costs and fees in connection with same) arising in favor such Hazardous Materials was caused by the Company, any Subsidiary, a tenant, or subtenant of the Company or any Subsidiary, a prior owner, a tenant or subtenant of any party (including Farmors, their employees, Farmee's employees and prior owner or any other party whomsoever) for and whether or on ac▇▇▇▇▇ of personal injurynot the alleged liability is attributable to the handling, deathstorage, generation, transportation, or property damage, incident to disposal of any Hazardous Materials or arising in connection with operations by Farmors the mere presence of any Hazardous Materials on such property; provided that the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event Company shall Farmors not be liable to the Indemnified Bank Parties where the release of such Hazardous Materials occurs at any time after which the Company or any Subsidiary has ceased to own such property), which any Indemnified Bank Party may incur due to the making of Loans or the Commitments hereunder, the exercise of any of its rights under this Agreement, the Notes, the Security Documents, or otherwise, provided that no Indemnified Bank Party shall be entitled to the benefits of this paragraph for any claims, demands, causes of action or judgments that are to the result of the extent its own gross negligence or willful misconduct contributed to its loss, provided, further, THAT IT IS THE INTENT OF THE PARTIES HERETO THAT THE COMPANY INDEMNIFY EACH INDEMNIFIED BANK PARTY FROM AND AGAINST THE CONSEQUENCES OF SUCH INDEMNIFIED BANK PARTY'S OWN NEGLIGENCE, WHETHER SOLE, CONCURRENT, CONTRIBUTORY OR OTHERWISE. If any action, suit or proceeding shall be brought against any Indemnified Bank Party in connection with any claim indemnified against under this paragraph of this Subsection 12.05(b), the Company may (and, upon such Indemnified Bank Party's request, will), at the Company's own cost and expense, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended, by counsel selected by the Company and approved by such Indemnified Bank Party, and, in the event of any member failure by the Company to do so, the Company will pay all costs and expenses (including legal fees and expenses) incurred by such Indemnified Bank Party in connection with such action, suit or proceeding. Upon the payment in full by the Company of any indemnities under this Subsection 12.05(b), the Company shall be subrogated to any right of such Indemnified Bank Party in respect of the Farmee Groupmatter against which indemnity shall have been given. For avoidance Thereafter, and so long as no Default or Event of doubtDefault has occurred and is continuing, Farmors' releaseany payment received by any Indemnified Bank Party from any person (except the Company) as a result of any matter with respect to which such Indemnified Bank Party has been indemnified by the Company under this Subsection 12.05(b) shall be paid over to the Company to the extent necessary to reimburse the Company for indemnification payments previously made. (c) The payment obligations and indemnities contained in this Section 12.05 shall survive the payment or sale or transfer of the Notes, defenseand the termination of this Agreement with respect to all events, indemnity facts, conditions or other circumstances occurring or existing prior to such sale, transfer or termination, and hold harmless with respect to all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, charges, expenses and disbursements, whenever the same shall be imposed, incurred or asserted (whether before or after such sale, transfer, resignation, removal or termination), arising out of the events, facts, conditions or other circumstances referred to in clause (i) of this Subsection 12.05(c). The aforesaid payment obligations herein do not apply to and indemnities are made expressly for the benefit of, and shall be enforceable by, any operations conducted by FarmeeIndemnified Bank Party.

Indemnities. A. Farmee agrees (a) Without limiting the liability of the Company under the Finance Documents, each Lender must indemnify the Facility Agent (and its officers, employees and directors and its agents, delegates, attorneys and/or nominees duly appointed pursuant to the terms hereof) for that Lender’s Pro Rata Share of any loss, liability, claim, action, demand or expense incurred by the Facility Agent in acting as the Facility Agent (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending any of the foregoing, and any loss of fees and expenses, including any loss of agency fees incurred in the performance of its duties under the Finance Documents, unless the Facility Agent has been reimbursed by the Company under a Finance Document), except to the extent that the loss or liability is caused by the Facility Agent’s gross negligence, wilful misconduct or fraud. Any disclosure by any Lender to the Facility Agent that such Lender entered into this Agreement as an agent or representative of another person shall not relieve such Lender of any of its obligations under this Agreement. (b) Notwithstanding any other provision of the Finance Documents, the Facility Agent shall not be under any obligation to take any action under a Finance Document which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it or is not indemnified to its absolute satisfaction. (c) If a Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party: (i) maintain deduct from any amount received by it for that Party any amount due to the El Paso Lease free of, and Facility Agent from that Party under a Finance Document but unpaid; and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens apply that amount in or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all towards satisfaction of the foregoing owed amount. That Party will be regarded as having received the amount so deducted. (individually and collectively referred to as d) The provisions of this Clause 20.11 shall survive the "Farmor Group") from and against any and all claimstermination of the Finance Documents, demands, causes the resignation or removal of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person the Facility Agent or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident Finance Party ceasing to or arising out of Farmee's operations be a Finance Party under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.Finance Documents

Indemnities. A. Farmee agrees 21.1 The Issuer shall indemnify each of the Agents and its directors, officers, employees and agents against any losses, liabilities, costs, claims, actions, demands or expenses (together, "Losses") (including, but not limited to, all reasonably and properly documented and incurred costs, legal fees, charges and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which it may incur (provided that an invoice for such Expenses is promptly provided to the Issuer and no later than within sixty (60) days of the date of the corresponding invoice) or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under this Agreement except for any Losses or Expenses which may arise from (i) maintain the El Paso Lease free ofits own gross negligence, and wilful misconduct or fraud or that of its officers, directors or employees or (ii) RELEASEa material breach by the Agent of any term of this Agreement wholly within its control. 21.2 Each Agent shall severally indemnify the Issuer against all Losses, DEFEND(including, INDEMNIFY but not limited to, Expenses paid or incurred in disputing or defending any Losses) which the Issuer may properly incur or which may be made against the Issuer as a result of or in connection with the Agent's appointment or the exercise by the Agent of its powers or duties under this Agreement to the extent that any Losses or Expenses result directly from the Agent's own gross negligence, wilful misconduct or fraud or that of its officers, directors or employees. 21.3 The indemnities set out above shall survive any termination of this Agreement or earlier resignation or removal of the Agents. 21.4 Each Agent will only be liable to the Issuer for losses, liabilities, costs, expenses and HOLD HARMLESS Farmor Group demands arising directly from the performance of its obligations under this Agreement suffered by or occasioned to the Issuer (as herein defined"Liabilities") from and againstto the extent that the Agent has been grossly negligent, any and all debts, charges, liens in wilful misconduct or other like encumbrances associated with Farmee's operations fraudulent in respect of its obligations under this Agreement. Farmee shall RELEASEFor the avoidance of doubt, DEFENDthe failure of any Agent to make a claim for payment on the Issuer, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and or to inform any other paying agent or clearing system of a failure on the officers, directors, agents, consultants, insurers and employees of all part of the foregoing (individually and collectively referred Issuer to as meet any such claim or to make a payment by the "Farmor Group") from and against stipulated date, shall not be deemed to constitute gross negligence, wilful misconduct or fraud on the part of the relevant Agent. 21.5 Notwithstanding anything in this Agreement to the contrary, the Agents shall not be responsible or liable for any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person delay or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident failure to or arising out of Farmee's operations perform under this Agreement or for any Losses, Expenses or Liabilities resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Agents including without limitation: strikes, work stoppages, acts of war, terrorism, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (software or hardware) services, the application of any law or regulation in effect now or in the future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee the Agents be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event. 21.6 No Agent shall be liable under this paragraph for any claimsloss of profits, demandsgoodwill, causes reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not foreseeable and whether or not the relevant Agent has been advised of the possibility of such loss or damages and regardless of whether the claim for loss or damage is made in negligence, breach of contract, duty or otherwise. 21.7 Each Agent shall be entitled to take any action or judgments that are to refuse to take any action which the result of relevant Agent regards as necessary for the gross negligence relevant Agent to comply with any Applicable Law, regulation or willful misconduct fiscal requirement, or the rules, operating procedures or market practice of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens relevant stock exchange or other like encumbrances associated with operations conducted on market or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeeclearing system.

Indemnities. A. Farmee agrees 9.1 No claim shall be made against any Indemnified Persons to (i) maintain recover any loss, damage, cost, charge or expense which the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, Company or any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes Directors may suffer or incur by reason of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations the carrying out by Nomad or on its behalf of its obligations or services under this Agreement or in connection with the Placing unless and EXPRESSLY INCLUDING THE SOLEto the extent that such loss, JOINT OR CONCURRENT NEGLIGENCEdamage, FAULT OR STRICT LIABILITYcost, OF ANY MEMBER OF FARMOR GROUPcharge or expense resulted from the negligence, providedwilful default or fraud of Nomad and/or any other Indemnified Person or a breach by Nomad of its obligations hereunder or of its respective duties and obligations under FSMA, howeverthe rules of the FSA or the AIM Rules. 9.2 The Company agrees and undertakes with Nomad (for itself and as trustee for each and every other Indemnified Person) to keep each and every Indemnified Person indemnified from and against all losses, that in no event shall Farmee be liable under this paragraph for any claims, liabilities, actions, demands, causes of action or judgments that are the result reasonable costs, charges and expenses incurred in any jurisdiction which any of the gross negligence Indemnified Persons may properly suffer or willful misconduct incur (including all such costs, charges and expenses as any such Indemnified Person may pay or incur in responding to, or disputing, any such actions, claims or demands or in enforcing its rights under this clause 9) by reason of the carrying out by Nomad of its obligations or services under or in connection with this Agreement or the Placing including: 9.2.1 any failure or alleged failure by the Company, or any of its Subsidiaries, agents, employees or professional advisers or any of the Directors to comply with the Act, FSMA, the CREST Regulations (if applicable) or the AIM Rules or any other requirement of statute or statutory regulation in relation to Admission or the Placing; or 9.2.2 the Placing Documents not containing, or being alleged not to contain, all information required to be stated therein by the Act, FSMA, the CREST Regulations (if applicable) or the AIM Rules or any other requirement of statute or statutory regulation in any jurisdiction or any statement therein being, or being alleged to be, untrue, inaccurate, incomplete or misleading or not based on reasonable grounds; or 9.2.3 any misrepresentation or alleged misrepresentation (by whomsoever made) contained in the Placing Documents or any other document issued in connection with Admission or the Placing; or 9.2.4 the carrying out or performance in a proper manner by Nomad of its duties, obligations and services under or in connection with this Agreement and otherwise in connection with Admission or the Placing or the issue and publication of any member or all of the Placing Documents or any other document issued in connection with Admission or the Placing; or 9.2.5 any breach or alleged breach of the laws or regulations of any member country resulting from the distribution of any or all of the Farmor GroupPlacing Documents or any other document issued by or authorised to be issued by the Company in connection with Admission or the Placing in, into or to such country, being a country in which such acts would be or in contravention of any laws or regulations; 9.2.6 any breach of the confirmation to be delivered to Nomad pursuant to clause 2.1.4; or 9.2.7 the allotment and issue of the Placing Shares, save to the extent that it resulted from the negligence, wilful default or fraud of any such Indemnified Person or the breach by Nomad or any other Indemnified Person of its obligations hereunder or of its duties and obligations under FSMA, the rules of the FSA or the AIM Rules. B. Eni agrees 9.3 Any transaction or step carried out by Nomad pursuant to (i) maintain this Agreement will be carried out at the Eni/Nexen Lease free ofrequest of and as agent for the Company and not for Nomad itself. Neither Nomad nor any other Indemnified Person will be responsible for any loss or damage to any person arising from any such transaction or step, and (ii) ▇▇▇▇▇▇Eor for any insufficiency or alleged insufficiency of the Placing Price or of the terms on which any Placees may be procured by Nomad, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit timing of any such subscription unless such loss or damage arises from the negligence or wilful default of Nomad or any other Indemnified Person or the breach by Nomad of its obligations hereunder or of its duties and obligations under FSMA, the rules of the Eni/Nexen Lease by FSA or the AIM Rules. 9.4 Neither Nomad nor any other Indemnified Person will be responsible to the Company or to the Directors or to any other person responsible for Eni the Admission Document for verifying the accuracy, completeness or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all fairness of the foregoing (individually and collectively referred to as information contained in the "Farmee Group") from and against any and all claimsPlacing Documents, demands, causes of action and judgments of whatsoever nature (together with all costs and fees or otherwise published by the Company in connection with same) arising the Placing. 9.5 If the United Kingdom HM Revenue and Customs or any other Taxing Authority brings into any charge to taxation any sum payable under the indemnity contained in favor clause 9.2 or 8.11, the amount so payable shall be grossed up by such amount as will ensure that the Indemnified Person is placed in the same net of tax position as it would have been in had the sum payable under clauses 9.2 or 8.11 not been liable to be brought into charge for any Taxation purposes. 9.6 As soon as reasonably practicable after Nomad becomes aware of any party claim made or threatened within the scope of the indemnities set out in this clause 9, Nomad shall notify the Company of the relevant claim (including Farmorsindicating the nature of the allegations being made) and shall thereafter, their employeessubject to any requirement imposed by an insurer of Nomad or any Indemnified Person: 9.6.1 at reasonable intervals keep the Company informed of the progress of the claim; 9.6.2 provide the Company with copies of such documentation relating to the claim as the Company may reasonably request; and 9.6.3 maintain reasonable consultation with the Company regarding decisions concerning the claim; subject in each case to Nomad being indemnified to its reasonable satisfaction against all liabilities, Farmee's employees reasonable costs, claims, losses, damages, charges and expenses properly incurred by it in consequence of its compliance with this clause 9.6 and provided that nothing in this clause 9 shall: 9.6.4 require any other party whomsoever) for Indemnified Person to provide the Company with a copy of any document which it, in good faith, considers to be held by it subject to a duty of confidentiality or on ac▇▇▇▇▇ to be privileged whether in the context of personal injuryany litigation connected with the claim or otherwise; or 9.6.5 subject to clause 9.8, deathprevent any Indemnified Person from settling, compromising or paying the claim, or property damage, incident accepting any original liability in relation thereto and enforcing the indemnity against the Company. 9.7 The indemnities contained in this clause 9 shall remain in full force and effect following Admission. 9.8 Nomad agrees that it will not without the prior written consent of the Company (not to be unreasonably withheld or arising delayed) settle or compromise or consent to the entry of any judgement with respect to any pending or threatened claim in connection with operations respect of which indemnification may be sought by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable any Indemnified Person under this paragraph for any claimsClause 9 (whether or not the Indemnified Person is an actual or potential party to such Claim) unless such settlement, demands, causes of action compromise or judgments that are the result consent includes an unconditional release of the gross negligence or willful misconduct Company from all liability arising out of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeesuch claim.

Indemnities. A. Farmee agrees to (ia) maintain the El Paso Lease free ofSeller shall defend and hold harmless, and hereby indemnifies, Trustee (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) except to the extent the following result from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of Trustee), the Trust, Bond Insurer, Purchaser and the Certificateholders from and against any member of taxes that may at any member of time be asserted against Trustee, the Farmor Group. B. Eni agrees Trust, Purchaser or the Certificateholders or their respective directors, officers, employees and agents, with respect to (i) maintain the Eni/Nexen Lease free ofexecution and delivery of the Principal Agreements, (ii) the issuance of the Certificates, (iii) the depositing of funds into the Cash Collateral Account, and (iiiv) ▇▇▇▇▇▇Ethe sale, DEFEND, INDEMNIFY transfer and HOLD HARMLESS Farmee Group (as herein defined) from assignment of Lease Contracts and against, any other rights and all debts, charges, liens or other like encumbrances associated with operations conducted on or interests to Trustee for the benefit of the Eni/Nexen Lease Certificateholders, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Certificates or the Trust Assets, gross or net income or franchise taxes arising out of the transactions contemplated by or for Eni or Nexen or the Principal Agreements), and reasonable out-of-pocket costs and expenses in defending against the same. (b) Seller shall defend and hold harmless, and hereby indemnifies, Trustee, Bond Insurer, the Trust, Purchaser and the Certificateholders, and their respective predecessor(s)-in-interest. Farmors directors, officers, employees and agents, from and against any loss, liability or expense incurred by reason of (i) Seller's willful misfeasance, bad faith, or negligence in the performance of its duties under the Principal Agreements; (ii) any action taken or failed to be taken as required by the terms of the Principal Agreements or the Lease Contracts, by Seller in respect of any of the Lease Contracts or Equipment, (iii) the failure of Seller to sell the Class A Certificates and Class B Certificates designated in a Subsequent Closing Notice to Purchaser after delivery of such Subsequent Closing Notice, (iv) the commingling of the funds of the Trust with the funds of any other party, (v) failure to maintain insurance in accordance with Rockford's policies, or (vi) the failure of Seller or Rockford to pay any taxes when due. (c) Seller shall RELEASE, DEFEND, INDEMNIFYdefend and hold harmless, and HOLD HARMLESS Farmeehereby indemnifies, its parentTrustee, subsidiary and affiliated companiesthe Trust, its and their joint ownersPurchaser, co-lessees, partners, joint venturers, Bond Insurer and the officersCertificateholders, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claimsloss, demandsliability, causes damage, judgment, claim, deficiency or expense that arises out of action or is based upon (i) a breach at any time by Seller of its representations, warranties and judgments of whatsoever nature covenants contained in the Principal Agreements or the Lease Contracts, (together with all costs and fees ii) any information certified in connection with same) arising any schedule or other writing delivered by Seller hereunder, being untrue in favor of any party (including Farmors, their employees, Farmee's employees and respect when any other party whomsoever) for such representation was made or on ac▇▇▇▇▇ of personal injury, deathschedule delivered, or property damage, incident (iii) any act or omission in respect of a Lease Contract or its related Equipment occurring prior to or arising in connection with operations by Farmors the Closing Date on which the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, Lease Contract became a Trust Asset; provided, however, that Seller shall not be so required to indemnify Trustee, the Trust, Purchaser and the Certificateholders for or on account of or arising from or in no event shall Farmors be liable under this paragraph connection with any breach of a representation or warranty a remedy for any the breach of which is provided in Article VII, except in respect of claims, demands, demands ----------- and causes of action of Lessees, Governmental Agencies, or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubtother third parties (d) Seller shall also indemnify, Farmors' release, defense, indemnity defend and hold harmless obligations herein do Trustee, the Trust, Purchaser, Bond Insurer and the Certificateholders and their respective directors, officers, employees and agents, from and against any loss, liability or expense incurred by reason of the violation by any of such parties of federal or state securities laws in connection with the sale of the Certificates, to the extent such violation results from (i) any information furnished by or on behalf of Seller that in turn was furnished to the Certificateholders, or (ii) the failure of Seller to furnish to Purchaser any information known by any officer or agent of Seller and that was not apply otherwise known by any officer or agent of Purchaser or any of its Affiliates. (e) THE INDEMNITIES OF SELLER UNDER THIS SECTION 9.01 SHALL APPLY ------------ NOTWITHSTANDING THAT A CLAIM, DEMAND, LIABILITY, LOSS, COST OR EXPENSE IS ATTRIBUTABLE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. (f) Indemnification under this Section 9.01 shall include reasonable out- ------------ of-pocket fees and expenses of counsel and expenses of litigation, shall survive the execution, delivery and performance of this Agreement regardless of any investigation made by the indemnified parties or any other Person, and shall also survive termination of the Trust or the repurchase of a Lease Contract. Payment of any amounts from the Seller under this Section 9.01 shall be solely ------------ from amounts distributed to any operations conducted by Farmee.the Seller pursuant to

Indemnities. A. Farmee (a) Lender hereby agrees to (i) maintain the El Paso Lease free ofindemnify and hold harmless Borrower and its affiliates and its former, present and (ii) RELEASEfuture directors, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers employees and employees of all of the foregoing (individually other agents and collectively referred to as the "Farmor Group") representatives from and against any and all liabilities, judgments, claims, demandssettlements, causes losses, damages, fees, liens, taxes, penalties, obligations and expenses (and losses relating to Borrower's market activities as a consequence of action 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 judgments of whatsoever nature (together with all costs and fees any losses in connection therewith or with samerespect to this Agreement) arising in favor of incurred or suffered by any such person or entity (including Farmeedirectly or indirectly arising from, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, deathby reason of, or property damagein connection with, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and any breach by Lender of any of its representations or warranties contained in Section 7 or (ii) ▇▇▇▇▇▇Eany breach by Lender of any of its covenants or agreements in this Agreement. (b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, DEFENDpresent and future directors, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers employees and employees of all of the foregoing (individually other agents and collectively referred to as the "Farmee Group") representatives from and against any and all liabilities, judgments, claims, demandssettlements, causes of action losses, damages, fees, liens, taxes, penalties, obligations and judgments of whatsoever nature (together with all costs and fees expenses incurred or suffered by any such person or entity directly or indirectly arising from, by reason of, or in connection with same(i) arising in favor any breach by Borrower of any of its representations or 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 (including Farmorseach an "Indemnifying Party") shall come to the attention of the party seeking indemnification hereunder (the "Indemnified Party"), their employeesthe Indemnified Party 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 Agreement, Farmee's employees and except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or litigation as being within its indemnification obligations under this Section 12. Such response shall be delivered no later than 30 days after the initial notification from the Indemnified Party; provided that, if the Indemnifying Party reasonably cannot respond to such notice within 30 days, the Indemnifying Party shall respond to the Indemnified Party as soon thereafter as reasonably possible. (d) An Indemnifying Party shall be entitled to participate in the defense of any claim and, to the extent that it shall wish, jointly with any other party whomsoever) 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, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under such subsection for any legal expenses of other counsel or on ac▇▇▇▇▇ of personal injuryany other expenses, deathin each case subsequently incurred by such Indemnified Party, or property damage, incident to or arising in connection with operations the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (regardless of whether the indemnified party is an actual 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 Farmors or on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event behalf of any Indemnified Party. An Indemnified Party shall Farmors be liable not make any settlement of any claim or litigation under this paragraph for any claims, demands, causes of action or judgments that are Section 12 without the result written consent of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by FarmeeIndemnifying Party.

Indemnities. A. Farmee agrees to (a) Indemnification of the Buyer by the Seller. (i) maintain the El Paso Lease free ofThe Seller hereby agrees to pay and assume liability for, and (ii) RELEASEdoes hereby agree to indemnify, DEFENDdefend, INDEMNIFY protect, save and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, hold harmless the Buyer and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") Vessel from and against all liabilities, obligations, losses, damages, penalties, claims (including claims by any employee of the Seller, or any of its servants, crew or agents), actions, suits and all claimsrelated costs, demandsexpenses and disbursements, causes of action and judgments of whatsoever nature (together with all costs kind and fees in connection with same) arising in favor of any person or entity (including Farmeenature, its employeesimposed on, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, deathasserted against, or property damageincurred by, incident the Buyer or the Vessel, in any way relating to or arising out of Farmee's operations or alleged to be attributable to, related to or arising out of: (A) any breach of representation or warranty of the Seller under this Agreement and EXPRESSLY INCLUDING THE SOLEor any breach or non-fulfillment of any covenant, JOINT OR CONCURRENT NEGLIGENCEagreement or other obligation of the Seller as set forth in this Agreement; (B) Encumbrances or other losses, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes damages or liabilities of action any kind or judgments that are nature whatsoever related to the result Seller’s ownership or operation of the gross negligence Vessel prior to the Closing Time; or willful misconduct (C) any Taxes imposed on the Seller, the Buyer or the Vessel by any Governmental Authority or other U.S. taxes, U.S. fees, U.S. levies and other governmental charges imposed by any Governmental Authority on the Seller, the Buyer or the Vessel that relate to the Seller’s period of any member of any member ownership of the Farmor GroupVessel. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, The Seller shall not be liable to the Buyer for any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor consequential damages of any party (kind or nature whatsoever, including Farmorsbut not limited to loss of profits, their employeesrevenue or cost of transportation, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident arising from the Seller’s failure to or arising in connection comply with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless its obligations herein do not apply to any operations conducted by Farmeehereunder.

Indemnities. A. Farmee agrees (a) ZIM represents and warrants to (i) maintain Distributor that ZIM has no knowledge of any person or business entity other than ZIM who may have any proprietary rights whatsoever in the El Paso Lease free ofProducts, and (ii) RELEASEor if any such rights exist, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all ZIM has secured consent of the foregoing holder of such rights, or in any concept or idea or any predecessor thereof underlying or which is part of or which has been incorporated into the Products. (individually b) ZIM agrees that it shall at all times during and collectively referred to as after the "Farmor Group") term of this agreement indemnify and save harmless Distributor from and against any and all liabilities, damages, losses, claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity expenses (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoeverreasonable legal fees) for or on account of personal injury, death, or property damage, incident to or arising out of Farmeeany claim by a third party in the Territory that Distributor's operations under this Agreement and EXPRESSLY INCLUDING THE SOLEpossession, JOINT OR CONCURRENT NEGLIGENCEuse, FAULT OR STRICT LIABILITYlicensing or marketing, OF ANY MEMBER OF FARMOR GROUPor Customer's possession or use, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence Products infringes any Canadian or willful misconduct of any member of any member of the Farmor Group.United States copyright or patent, provided that: B. Eni agrees to (i) maintain Distributor promptly notifies ZIM in writing of such claim and furnishes ZIM a copy thereof; (ii) ZIM has sole control over the Eni/Nexen Lease free ofinvestigation, litigation, and negotiation of such claim; and (iii) Distributor and/or its Customer cooperate fully in ZIM's defense of such claim. In the event of such claim of infringement, ZIM may, at its option and expense, procure for Distributor and its Customers the right to continue using the Software, modify the Software to make its use non-infringing or replace the Software with non-infringing software, failing which ZIM will refund to Distributor (i) a pro rata portion of the license fees paid by Distributor to ZIM hereunder for the Software, based on a deemed three (3) year license term and straight-line depreciation of the value of the Software from the date of delivery of the Software to Customer, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or a pro rata portion of the fees paid by Distributor to ZIM for Product Maintenance for the benefit period in which the claim has arisen, which refunds to Distributor shall be conditional upon Distributor first refunding to each of its Customers (i) a pro rata portion of the Eni/Nexen Lease license fee paid by or each Customer to Distributor for Eni or Nexen or their respective predecessor(s)-inthe Software, based on a deemed three (3) year license term and straight-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all line depreciation of the foregoing value of the Software from the date of delivery of the Software to Customer and (individually ii) a pro rata portion of the fee paid by each Customer to Distributor for Product Maintenance for the period in which the claim has arisen. ZIM shall have no liability for any claim of copyright or patent infringement based on the use or combination of the Software with non-ZIM programs or data if such infringement would have been avoided by the use or combination of the Software with other programs or data. (c) Distributor agrees that it shall at all times during and collectively referred to as after the "Farmee Group") term of this agreement indemnify and save harmless ZIM from and against any and all liabilities, damages, losses, claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party expenses (including Farmorsreasonable legal fees) that ZIM may incur in respect of: (i) any negligent act or omission by, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of, Distributor's employees, agents or Sub-Distributors; (ii) any claim that Distributor's distribution or any other use, or Customer's use, of any member product which is licensed by Distributor and coupled or combined with any of the Farmee Group. For avoidance of doubtProducts, Farmors' releaseinfringes any copyright, defensepatent or other intellectual property right; (iii) any warranty, condition, representation, indemnity or guarantee granted by Distributor or provided by law with respect to the Products that is in addition to or in lieu of the limited warranties specified in Section 12 of this Agreement; (iv) any modification of or addition to the Products not approved in writing by ZIM; (v) any omission or inaccuracy in Distributor's advertisements or promotional materials related to the Products; (vi) any disclosure by Distributor or any of its Sub-Distributors to third parties of any trade secrets or confidential information of ZIM or its licensers in respect of the Products, or any other information made available by ZIM to Distributor pursuant to this Agreement; or (vii) Distributor's breach of this Agreement, including, without limitation, Distributor's failure to comply with Sections 9 and hold harmless obligations herein do not apply to any operations conducted by Farmee10 hereof.

Indemnities. A. Farmee agrees The Credit Parties agree, jointly and severally, to (i) maintain the El Paso Lease free ofindemnify, pay, and (ii) RELEASEhold Agent, DEFENDthe L/C Issuer, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, each Lender and their respective parentAffiliates, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, employees, agents, consultants, insurers and employees of all of attorneys (the foregoing (individually and collectively referred to as the "Farmor Group"“Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, demands, causes of action and judgments of whatsoever nature (together with all costs and expenses (including all reasonable and documented out-of-pocket fees and expenses of counsel to such Indemnitees (limited to one primary counsel for the Indemnitees, taken as a whole, and, if deemed reasonably necessary by Agent, one counsel in connection with sameeach relevant jurisdiction and any special counsel (except in the case of a conflict, in which case one additional counsel for each group of Indemnitees similarly situated in respect of such conflict)) arising in favor of any person kind or entity (including Farmeenature whatsoever that may be imposed on, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, deathincurred by, or property damage, incident asserted against the Indemnitee as a result of such Indemnitees being a party to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions; provided, however, that in no event Credit Party shall Farmee be liable under this paragraph for have any claims, demands, causes of action or judgments that are obligation to an Indemnitee hereunder with respect to liabilities to the result of extent resulting from (i) the gross negligence negligence, bad faith or willful misconduct of that Indemnitee (or any member of any member its commonly controlled affiliates, or its or its commonly controlled affiliates’ respective officers, directors, trustees, employees, agents and controlling persons) as determined by a court of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free ofcompetent jurisdiction, and (ii) a material breach of the material obligations of such Indemnitee under the Loan Documents as determined by a court of competent jurisdiction in a final non-appealable judgment or (iii) disputes solely among Indemnitees at a time when no Event of Default has occurred and is continuing (excluding, in any event, claims against any such Indemnitee in its capacity or in fulfilling its role as Agent or Arranger) or (iv) any settlement of a claim by such Indemnitee without ▇▇▇▇▇▇E▇▇’s consent (such consent not to be unreasonably withheld, DEFENDdelayed or conditioned); provided, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated if such claim is settled with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ ▇▇▇▇’s consent or if there is a final judgment for the plaintiff in any proceeding related thereto, the Credit Parties shall indemnify such Indemnitee for all liabilities, losses, damages, penalties, claims, costs and expenses by reason of personal injury, death, such settlement or property damage, incident judgment. No party hereto shall have liability to any other party hereto or arising in connection with operations by Farmors any Indemnitee on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings); provided that the foregoing shall not limit the obligations of the Credit Parties set forth above with respect to any special, indirect, consequential or punitive damages included in any third party claim. This Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, demandsdamages, causes of action or judgments that are the result of the gross negligence or willful misconduct of etc. arising from any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeenon-Tax claim.

Indemnities. A. Farmee agrees to (ii. Buyer and Seller hereby agree that they have each relied upon the representations and warranties given by the respective parties in Paragraph 1 4(a) maintain the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY 14(b). Buyer shall indemnify and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") hold Seller harmless from and against any and all claimsliabilities, demandslosses, causes costs, damages, expenses, including reasonable attorneys' fees and costs of action and judgments of whatsoever nature (together with all costs and fees in connection with same) litigation, arising in favor or resulting from the untruth of any person or entity (including Farmee, its employees, each Farmorof Buyer's employees representations and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement warranties set forth in Paragraph 14(b). Seller shall indemnify and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") hold Buyer harmless from and against any and all claimsliabilities, losses, costs, damages and expenses, including reasonable attorneys' fees and costs of litigation, which Buyer shall suffer or incur because of the untruth of any of Seller's representations and warranties set forth in Paragraph 14(a). ii. Seller shall immediately remove and remediate any Hazardous Materials present in, on, under or around the Property (including, without limitation, the soil, groundwater, surface water, sediment or other media) as of the Closing Date, along with any migration, alteration or worsening of any such Environmental Condition prior to or after the Closing Date, in accordance with all applicable Environmental Laws and to the satisfaction of Buyer. iii. Seller, its successors and assigns, shall indemnify, release and hold Buyer, its successors, assigns, tenants, subtenants, agents, partners, lenders and employees, harmless from and against all Liabilities (defined below) arising directly or indirectly out of or related to (i) the presence, disturbance, discharge, release, removal, remediation or cleanup of Hazardous Materials in, on, under or around the Property (including, without limitation, the soil, groundwater, surface water, sediment or other media) as of the Closing Date and any migration, alteration or worsening of any such Environmental Condition prior to or after the Closing Date, and (ii) any failure of the Property to comply with Environmental Laws as of the Closing Date. The term "Liabilities" as used in this paragraph shall mean any and all liabilities, liens, expenses, obligations, demands, causes of action damages (including, but not limited to, personal injury and judgments of whatsoever nature (together with all costs property damages, punitive damages, multiple damages and fees in connection with same) arising in favor of any party (including Farmorsconsequential and incidental damages), their employeescosts, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injurycleanup costs, deathresponse costs, or property damageremediation costs, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demandslosses, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubtaction, Farmorsclaims for relief, attorneys and other legal fees, consultants' releaseand other professional fees, defensepenalties, indemnity fines, assessments and hold harmless obligations herein do not apply to any operations conducted by Farmeecharges.

Indemnities. A. Farmee Seller agrees to indemnify, hold harmless and ----------- defend Purchaser at all times from and after the Closing Date against and from any and all losses, claims, damages, costs, expenses or liabilities to which Purchaser may become subject insofar as such losses, claims, damages, costs, expenses and liabilities (including such attorneys' fees incurred in connection with such actions even if incident to arbitration or appellate, bankruptcy and post-judgment proceedings) arise out of or are based upon the following: (i) maintain The activities and operations of Seller, its officers, directors and employees at or relating to the El Paso Lease free ofBranch Office for all periods prior to and including the Closing Date, including but not limited to obligations and liabilities relating to Selected Contracts, Deposit Liabilities, Real Property, Personal Property, taxes and penalties and interest thereon and other governmental laws and regulations, safe deposit boxes leased at any time prior to Closing from the Branch Office and the payment of accrued interest; (ii) RELEASEThe existence of any facts, DEFENDcircumstances, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and againstsituations or conditions or the happening of any event constituting a breach or violation of any of the representations, any and all debtswarranties, charges, liens covenants or other like encumbrances associated with Farmee's operations under agreements of Seller contained in this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damagethe untruth or inaccuracy thereof, incident including but not limited to all statements or figures contained in the exhibits to or arising out of Farmee's operations under statements, certificates or lists and schedules provided pursuant to this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, Agreement; provided, however, that in no event Seller's obligations hereunder with respect to any breach of representation or warranty shall Farmee be liable not survive beyond three (3) years after the Closing Date; (iii) Any default or failure to perform, on the part of Seller, occurring prior to or on the Closing Date, under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence Selected Contracts or willful misconduct Deposit Liabilities; and (iv) The existence of any member defect in the assignment of any member Purchased Loan, including Seller's lack of the Farmor Group. B. Eni agrees power or authority to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, deathmake such assignment, or property damageof a defense asserted by a borrower under a Purchased Loan, incident which defect or defense impedes or prevents, upon default of such borrower, the ability of Purchaser to collect such Purchased Loan or arising in connection with operations by Farmors on to otherwise realize upon the Eni/Nexen Leasecollateral securing such Purchased Loan. The defense and indemnification will include, and EXPRESSLY INCLUDING THE SOLEbut not be limited to, JOINT OR CONCURRENT NEGLIGENCElosses or potential losses under the Uniform Commercial Code relating to negotiable instruments, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any assignments or pledges; claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.

Indemnities. A. Farmee agrees (a) Subject to the limitations stated in Article 7 above, each party (i) maintain the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor GroupIndemnifying Party") shall defend, indemnify and hold the other party and its affiliates harmless from and against any and all claims, suits, actions, demands, causes costs, settlements, losses, damages, expenses and all other liabilities including reasonable attorney's fees (collectively "Claims"), arising out of action and judgments or resulting from its breach of whatsoever nature (together with all costs and fees in connection with same) arising in favor this Agreement or the intentionally wrongful or negligent acts or omissions on the part of any person or entity (including Farmeethe Indemnifying Party, its employees, each Farmorofficers, suppliers, contractors, agents or affiliated companies in the performance of or failure to perform the Indemnifying Party's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations obligations under this Agreement Agreement. In addition, Customer as Indemnifying Party (a) are contingent upon: (1) the Indemnifying Party receiving prompt notice of any Claim for which indemnification is sought hereunder; (2) the Indemnifying Party having sole control of the defense or settlement of any such Claim; and EXPRESSLY INCLUDING THE SOLE(3) the Indemnifying Party receiving the reasonable cooperation of the indemnified party. (b) AT&T agrees to defend or settle, JOINT OR CONCURRENT NEGLIGENCEat its own expense, FAULT OR STRICT LIABILITYany Claim against Customer alleging that the Service infringes any United States patent, OF ANY MEMBER OF FARMOR GROUPtrademark, providedcopyright or trade secret. Customer agrees to defend or settle, howeverat its own expense, any Claim against AT&T alleging that in no event shall Farmee be liable Customer supplied systems or applications interfacing or interconnecting to the Service or Customer's or Users' content or transmissions using the Service infringe any United States patent, trademark, copyright or trade secret. The defending party under this paragraph Section 8(b) ("Defending Party") will also pay all damages and costs (including reasonable attorneys' fees) that by final judgment may be claimed or assessed against the other party due to such infringement. The obligations under this Section 8(b) are contingent upon: (1) the Defending Party receiving prompt notice of any Claim for any claims, demands, causes of action or judgments that are which indemnification is sought hereunder; (2) the result Defending Party having sole control of the gross negligence defense or willful misconduct settlement of any member of any member such Claim; (3) the Defending Party receiving the reasonable cooperation of the Farmor Groupother party; and (4) the Claim does not arise from the other party's modifications, intellectual property or from combinations of services or products provided by the Defending Party with services or products provided by the other party or others. B. Eni agrees to (i1) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or procure for the benefit other party the right to continue using the allegedly infringing service or product; (2) replace or modify the allegedly infringing service or product so that it becomes noninfringing and substantially complies with this Agreement's requirements; or (3) upon inability to reasonably perform either of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interestforegoing, terminate this Agreement without liability other than as stated in this Section 8(b). Farmors THIS SECTION 8(b) STATES THE ENTIRE LIABILITY OF EITHER PARTY TO THE OTHER FOR INTELLECTUAL PROPERTY INFRINGEMENT. (c) As used in this Article 8, "AT&T" and "Customer" shall RELEASEbe deemed to include each party's parents, DEFEND, INDEMNIFY, subsidiaries and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturersaffiliates, and the directors, officers, directorsemployees, agents, consultantsrepresentatives, insurers suppliers and employees contractors of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeethem.

Indemnities. A. Farmee agrees to (i) maintain For purposes of this indemnification section, the El Paso Lease free of, term "CONTRACTOR GROUP" is used as a reference individually and (ii) RELEASE, DEFEND, INDEMNIFY collectively for CONTRACTOR and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective its parent, subsidiary and affiliated companies, CONTRACTOR's subcontractors and its and all of their joint owners, co-lessees, partners, joint venturers, and the officers, directors, employees, agents, consultantsassigns, insurers representatives, contractors, and employees subcontractors, and the subrogees of all of said parties. Similarly, the foregoing (term "COMPANY GROUP" is used individually and collectively referred to as the "Farmor Group") from for COMPANY and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint ownerscoventuners, co-lessees, partnersparties, joint venturersworking inter owners, contractors and the subcontractors (excluding Contractor and its subcontractors) and its and their officers, directors, employees, agents, consultantsassigns and representatives and the subrogees of said parties. 10.1 CONTRACTOR shall be liable in any case of loss or damage to CONTRACTOR GROUP's equipment, insurers barges, tugs and employees other Equipment, whether owned, chartered, borrowed or rented by CONTRACTOR GROUP arising out of all of the foregoing or relating to CONTRACTOR's performance under this Agreement and REGARDLESS OF WHETHER CAUSED OR BROUGHT ABOUT BY CONTRACTOR GROUP'S OR COMPANY GROUP'S NEGLIGENCE (individually INCLUDING SOLE, JOINT CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE) OR ANY OTHER THEORY OF LEGAL LIABILITY, INCLUDING STRICT LIABILITY, THE UNSEAWORTHINESS OF ANY VESSEL OR THE UNAIRWORTHINESS OF ANY AIRCRAFT, and collectively referred to as the "Farmee Group") CONTRACTOR shall release, defend, protect, indemnify and hold harmless COMPANY GROUP from and against any and all claimsloss, demandscost, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party claim, obligation to indemnify another, suit, judgment, award or damage (including Farmorsreasonable attorney's fees and expenses) on account of such loss or damage. 10.2 CONTRACTOR shall be liable in any case of illness, their employeesinjury or death, Farmeesuffered by CONTRACTOR GROUP's employees and any other party whomsoever) for Personnel arising out of or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident relating to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY CONTRACTOR's performance under this Agreement AND REGARDLESS OF WHETHER CAUSED OR BROUGHT ABOUT BY CONTRACTOR GROUP'S OR COMPANY GROUP'S NEGLIGENCE (INCLUDING THE SOLE, JOINT JOINT, CONCURRENT, ACTIVE OR CONCURRENT PASSIVE NEGLIGENCE) OR ANY OTHER THEORY OF LEGAL LIABILITY, FAULT OR INCLUDING STRICT LIABILITY, THE UNSEAWORTHINESS OF FARMEE GROUPANY VESSEL, providedOR THE UNAIRWORTHINESS OF ANY AIRCRAFT, however, that in no event and CONTRACTOR shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defensedefend, indemnity protect, indemnify and hold harmless obligations herein do COMPANY GROUP from and against any loss, cost, claim, obligation to indemnify another, suit, judgment, award or damage (including reasonable attorney's fees and expenses) on account of any such illness, injury, or death. 10.3 COMPANY shall be liable in any case of loss or damage to COMPANY GROUP's property which is the subject of the Work, equipment, barges, and tugs, either owned or rented and operated by COMPANY GROUP, arising out of or relating to its performance under the Agreement AND REGARDLESS OF WHETHER CAUSED OR BROUGHT ABOUT BY COMPANY GROUP'S OR CONTRACTOR GROUP'S NEGLIGENCE (INCLUDING SOLE, JOINT, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE) OR ANY OTHER THEORY OF LEGAL LIABILITY, INCLUDING STRICT LIABILITY OR THE UNSEAWORTHINESS OF ANY VESSEL, and COMPANY shall release, defend, protect, indemnify and hold harmless CONTRACTOR GROUP from and against any loss, cost, claim, obligation to indemnify another, suit, judgment, award or damage (including reasonable attorney's fees and expenses) on account of such loss or damage. However, COMPANY shall not apply owe this release and indemnification with respect to any operations conducted COMPANY GROUP property which is lost or damaged prior to the effective date hereof. 10.4 COMPANY shall be liable in any case of illness, injury or death, suffered by FarmeeCOMPANY GROUP's employees arising out of or relating to its performance under the Agreement AND REGARDLESS OF WHETHER CAUSED OR BROUGHT ABOUT BY COMPANY GROUP'S OR CONTRACTOR GROUP'S NEGLIGENCE (INCLUDING SOLE, JOINT, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE) OR ANY OTHER THEORY OF LEGAL LIABILITY, INCLUDING STRICT LIABILITY OR THE UNSEAWORTHINESS OF ANY VESSEL, and COMPANY shall release, defend, protect, indemnify and hold harmless CONTRACTOR GROUP from and against any loss, cost, claim, obligation to indemnify another, suit, judgment, award or damage (including reasonable attorney's fees and expenses) on account of any such illness, injury or death. 10.5 The indemnity obligations voluntarily assumed by CONTRACTOR and COMPANY under this Clause shall be supported by available liability insurance in at least the amounts listed below, which shall be primary to any other insurance provided by the Party being indemnified herein. COMPANY and CONTRACTOR agree to have their underwriters name each other as additional assureds but only to the extent of the indemnity obligations assumed hereunder and to secure full and complete waivers of subrogation in the policies covering such illness, injury or death and damage to or loss or destruction of property, to the extent of the indemnity obligations assumed hereunder. Such additional assureds shall be entitled to the full limits of all policies actually obtained, including excess or umbrella insurances, to the extent of the indemnity obligations assumed hereunder). The limits and coverages of the said insurances shall in no way limit the liabilities or obligations assumed by the Parties under this Clause. If it is judicially determined that the monetary limits of insurance required hereunder or the indemnities assumed under this Clause exceed the maximum monetary limits or scope permitted under applicable law, it is agreed that said insurance requirements or indemnities shall automatically be amended to conform to the maximum monetary limits or scope permitted under such law. To the extent that a Party has assumed liability under this Contract, it shall likewise be obligated to pay the applicable deductibles or retainages provided in the applicable insurance policies.

Indemnities. A. Farmee (a) Karabu agrees to (i) maintain the El Paso Lease free of, indemnify and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companieshold harmless TWA, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agentsshareholders, consultantssubsidiaries, insurers affiliates and employees of all of the foregoing (collectively, "TWA Indemnitees" and individually and collectively referred to as the "Farmor GroupTWA Indemnitee") from and against any and all claims, demands, causes actions or cause of action arising directly or indirectly out Karabu's failure to act in accordance with the terms of applicable foreign, federal, state or local law, rule, regulation or ordinance concerning the marketing and judgments sale of whatsoever nature air transportation including any failure by Karabu to collect and pay over to TWA in accordance with Exhibit B hereto any and all percentage based transportation taxes, flat rate taxes, fees or surcharges (including without limitation, passenger facility charges, international departure taxes, APHIS and/or INS fees), together with all costs and fees any penalties or interest in respect of any thereof (collectively, "Taxes") which may be imposed on, incurred by or asserted against any TWA Indemnitee arising out of or in connection with same) arising in favor the sale of any person Ticket by or entity on behalf of Karabu or under the Ticket Program, including, without limitation, any reasonable legal fees, expenses or costs incurred by any TWA Indemnitee in the investigation or defense of any Taxes or claim of nonpayment of any Taxes by any governmental authority. (including Farmeeb) TWA agrees to indemnify and hold harmless Karabu, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, shareholders, subsidiaries, affiliates, employees, agents, consultantsconsultants and independent contractors (collectively, insurers "Karabu Indemnitees" and employees of all of the foregoing (individually and collectively referred to as the "Farmee GroupKarabu Indemnitee") from and against any and all claims, demands, actions or causes of action and judgments arising out of whatsoever nature (together with all TWA's failure to pay over to the appropriate governmental authorities when due any Taxes received from Karabu, including, without limitation, any reasonable legal fees, expenses or costs and fees incurred by any Karabu Indemnitee in connection with same) arising in favor the investigation or defense of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demandsfines or penalties or claim of nonpayment of any thereof (c) If the facts giving rise to any indemnification under clauses (a) or (b) of this Section 16 shall involve an actual claim or demand by any third party against a TWA Indemnitee or a Karabu Indemnitee (the "Indemnified Party"), causes the party which may be liable for indemnification (the "Indemnifying Party") shall be entitled to notice of action and entitled (without prejudice to the right of any Indemnified Party to participate at its expense through counsel of its own choosing) to defend or judgments that are prosecute such claim at its expense and through counsel of its own choosing if it gives written notice of its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply its failure to any operations conducted by Farmee.have

Indemnities. A. Farmee (a) The Partnership agrees to indemnify the Collateral Trustee in its individual and trust capacity, including without limitation in its capacity as Depositary Bank, and its Affiliates, officers, agents and employees for, and to hold each of them harmless against, any loss, liability, claim, judgment, settlement, compromise, obligation, damage, penalty, cost, expense or disbursement of any kind or nature whatsoever (including reasonable attorney's fees and expenses) with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Financing Documents, unless arising from the gross negligence, bad faith or willful misconduct of such of the Collateral Trustee or the agents that are seeking indemnification, including the costs and expenses of defending itself against any claim of liability in the premises. As security for such payment, the Collateral Trustee in its individual capacity shall have an interest prior to the Secured Parties upon all Collateral and other property and funds held or collected by the Collateral Trustee as part of the trust established hereunder. (b) In any suit, proceeding or action brought by the Collateral Trustee in its individual capacity, or by any of its Affiliates, officers, agents and employees, under or with respect to the Collateral for any sum owing hereunder or under any other Financing Document, or to enforce any provisions hereof or of any other Financing Document, the Partnership will save, indemnify and keep the Collateral Trustee in its individual capacity harmless from and against all expense, loss or damage (including reasonable attorney's fees and expenses) suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the obligee thereunder, arising out of a breach by any of the Borrower, the Partnership, the General Partner, the Limited Partner of any of their obligations hereunder or under any other Financing Document or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such obligee or its successors from the Borrower, the Partnership, the General Partner or the Limited Partner, and all such obligations of the Borrower, the Partnership, the General Partner and the Limited Partner shall be and remain enforceable against and only against each of them and shall not be enforceable against the Collateral Trustee (in its individual or trust capacity) or any Secured Party. (c) Each of the Bank Senior Lenders, the Capital Markets Senior Lenders and the Oil Payment Insurers, ratably in accordance with its pro rata share of the sum of (i) maintain the El Paso Lease free of, aggregate amount of Senior Debt Obligations and (ii) RELEASEthe Oil Payment Reimbursement Obligations, DEFENDagrees to indemnify the Collateral Trustee and its Affiliates and its, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from its Affiliates', officers, agents and employees for, and to hold each of them harmless against, any and all debtsloss, chargesliability, liens claim, judgment, settlement, compromise, obligation, damage, penalty, cost, expense or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor disbursement of any person kind or entity (including Farmeenature whatsoever arising prior to the Guaranteed Final Completion Date with respect to the execution, its employeesdelivery, each Farmor's employees enforcement, performance and any other person or entity whomsoever) for or on account administration of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLEthe other Financing Documents (to the extent not reimbursed under clause (a) of this Section 13.10, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are but without limiting the result obligations of the Partnership thereunder), unless arising from the gross negligence negligence, bad faith or willful misconduct of any member of any member such of the Farmor GroupCollateral Trustee or the agents that are seeking indemnification, including the costs and expenses of defending itself against any claim of liability in the premises. B. Eni agrees to (id) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens The agreements in this Section 13.10 shall survive resignation or other like encumbrances associated with operations conducted on or for the benefit removal of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, Collateral Trustee and the officers, directors, agents, consultants, insurers and employees of all termination of the foregoing other provisions of this Agreement. (individually and collectively referred e) All references in this Section 13.10 to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident Collateral Trustee shall be deemed to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeethe Collateral Trustee in its capacities as Collateral Trustee and Depositary Bank, as applicable.

Indemnities. A. Farmee agrees to (i) maintain 14.1 The Account Bank shall indemnify, defend and hold harmless the El Paso Lease free ofSecurity Trustee, and (ii) RELEASEIIFCL, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, the Debenture Trustee and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") Issuer from and against any and all losses which may be incurred or suffered by the Security Trustee, IIFCL and the Debenture Trustee (acting in its capacity as the Debenture Trustee on behalf of the Debenture Holders) or the Issuer and which may arise as a result of: 14.1.1 any gross negligence or omission, or any intentional or willful misconduct or any breach by the Account Bank of any of the terms of this Agreement; and 14.1.2 any and all actions, suits, proceedings, claims, demands, causes of action assessments, judgments, costs, expenses, including without limitation, legal fees and judgments of whatsoever nature (together with all expenses, incurred in enforcing this indemnity. 14.2 The Issuer hereby agrees to indemnify and hold harmless the Account Bank against any losses, liabilities, claims, damages, costs and fees or expenses incurred by the Account Bank against any third party and/or consequent to any arbitration proceedings in connection with same) arising in favor the discharge of its obligations under this Agreement, however the Issuer shall have no such duty to indemnify the Account Bank for any such costs incurred by the Account Bank as a result of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct omission, or of any member of any member intentional or wilful misconduct, on the part of the Farmor GroupAccount Bank. B. Eni 14.3 The Issuer hereby agrees to (i) maintain indemnify the Eni/Nexen Lease free ofSecurity Trustee, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, IIFCL and the officersDebenture Trustee and hold the Security Trustee, directors, agents, consultants, insurers IIFCL and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and Debenture Trustee harmless against any and all losses, liabilities, claims, demandsdamages, causes of action costs or expenses incurred by the Security Trustee, IIFCL and judgments of whatsoever nature (together with all costs and fees the Debenture Trustee against any third party and/or consequent to any arbitration proceedings in connection with same) arising in favor the discharge of its obligations under this Agreement, however the Issuer shall have no such duty to indemnify the Security Trustee, IIFCL and the Debenture Trustee for any such costs incurred by the Security Trustee, IIFCL and the Debenture Trustee as a result of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct omission, or of any member intentional or wilful misconduct, on the part of the Farmee Group. For avoidance of doubtSecurity Trustee, Farmors' releaseIIFCL and the Debenture Trustee, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeeas the case may be.

Indemnities. A. Farmee agrees 11.1 Subject to (i) maintain Clause 11.2 the El Paso Lease free ofCompany undertakes to the Subscribers, to keep each and (ii) RELEASEevery Subscriber indemnified against all losses, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmeedamages, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debtscosts, charges, liens expenses or other like encumbrances associated with operations conducted on liabilities (or for actions, proceedings or investigations in respect thereof) which such Subscriber may suffer or incur or which may be made against such Subscriber or which arise directly or indirectly, out of or in connection with:- 11.1.1 the benefit issue and/or publication of the Eni/Nexen Lease Documents and/or any other documents relating to the Subscription which have been authorised by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all on behalf of the foregoing (individually Company; 11.1.2 any breach or alleged breach by the Company or any of the Directors of this Agreement; 11.1.3 the failure or alleged failure by the Company or any of the Directors to comply with any legal, statutory or regulatory requirement in relation to the Placing, the Subscription the allotment and/or issue of any Placing Shares or Subscription Shares and collectively any transaction or matter referred to as in the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (Documents together with all the properly incurred costs and fees expenses of such Subscriber in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable enforcing its rights under this paragraph for any claims, demands, causes of action or judgments that are the result Clause 11. 11.2 The obligations of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do Company under clause 11.1 shall not apply to any operations conducted liabilities, actions, costs, charges, expenses, claims or losses suffered by Farmeea Subscriber to the extent that they are finally judicially determined by a court of competent jurisdiction or are agreed by the Subscribers to have arisen from or in relation to any breach by the Subscribers of their obligations under this Agreement or under any statutory or regulatory requirement or arise from the negligence or wilful default of any Subscriber. 11.3 All sums payable to any Subscriber under this clause 11 shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which event the person making payment shall pay such additional amount as shall be required to ensure that the net amount received by the Subscriber will equal the full amount which would have been received by it had no such deduction or withholding been made. If the Inland Revenue or any other taxing authority in any jurisdiction brings into any charge to Tax (or into any computation of income, profits or gains for the purposes of any charge to Tax) any sum payable to any Subscriber under this Clause 11 then the amount so payable shall be grossed up by such amount as will ensure that after deduction of the Taxation so chargeable there shall remain a sum equal to the amount that would otherwise be payable (additional payments being made on demand as may be necessary).

Indemnities. A. Farmee agrees to (ia) maintain the El Paso Lease free ofLessee shall indemnify Lessor, its successors and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, assigns and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agentsemployees, consultants, insurers agents and employees of all of the foregoing affiliates (individually and collectively referred to as the "Farmor GroupIndemnified Persons") from and against any and all claims, demandsliabilities, causes losses and expenses whatsoever (except those directly and primarily caused by the Indemnified Person's gross negligence or willful misconduct), including reasonable attorneys' fees and allocated costs of action and judgments of whatsoever nature internal counsel (together with all costs and fees together, "Attorney Costs"), in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident way relating to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLEAgreement, JOINT OR CONCURRENT NEGLIGENCEthe Units or the Leases at any time, FAULT OR STRICT LIABILITYor the ordering, OF ANY MEMBER OF FARMOR GROUPacquisition, providedrejection, howeverinstallation, that in no event shall Farmee be liable under this paragraph for any claimspossession, demandsmaintenance, causes of action use, ownership, condition, destruction, return, or judgments that are the result disposition of the Units, including such matters based in negligence and strict liability in tort, environmental liability, statutory liability, or infringement. (b) Lessee shall pay or reimburse Lessor and its successors and assigns on demand for, and indemnify and hold harmless Lessor from, all taxes, assessments, fees and other governmental charges paid or required to be paid by Lessor or Lessee in any way arising out of or related to the Units or the Leases, before, during or after the lease term, including foreign, Federal, state, county and municipal fees, taxes and assessments, and property, value-added, sales, use, gross negligence or willful misconduct receipts, excise, stamp and documentary taxes, and all related penalties, fines, additions to tax, and interest charges (together, "Impositions"), excluding only Federal and state taxes based on Lessor's net income, unless such taxes are in lieu of any member of Imposition Lessee would otherwise be required to pay hereunder. Lessee shall timely pay any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or Imposition for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees which Lessee is primarily responsible under law and any other party whomsoever) for Imposition not payable or on ac▇▇▇▇▇ not paid by Lessor, but Lessee shall have no obligation to pay any such Imposition that Lessee is contesting in good faith and by appropriate legal proceedings, the nonpayment of personal injurywhich does not, deathin the opinion of Lessor, or property damage, incident to or arising result in connection with operations by Farmors a material risk of adverse effect on the Eni/Nexen Leasetitle, and EXPRESSLY INCLUDING THE SOLEproperty, JOINT OR CONCURRENT NEGLIGENCEuse, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event disposition or other rights of Lessor with respect to the Units. Lessee shall Farmors be liable under this paragraph for any claims, demands, causes furnish on Lessor's request proof of action or judgments that are the result of the gross negligence or willful misconduct payment of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted Imposition paid by FarmeeLessee.

Indemnities. A. Farmee 16.1 JDI (on behalf of itself and the JDI Affiliates) agrees to with the Unilever Parties (ion trust for themselves and each Unilever Affiliate) maintain that it shall indemnify and keep the El Paso Lease free ofUnilever Parties and each of their respective Affiliates indemnified on an after-tax basis against all losses, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debtscosts, charges, liens claims, expenses and liabilities suffered or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and incurred by either or both of the Unilever Parties and/or any of their respective parentAffiliates as a result of: (A) JDI or any of its Affiliates acting in breach of clauses 5, subsidiary and affiliated companies6, its and their joint owners9, co-lessees12.1, partners19, joint venturers20.2, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing 21 or 23; (individually and collectively referred to as the "Farmor Group"B) from and a claim brought against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or it by an employee arising out of Farmee's operations under the employment or the 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 agreement, but in no event later than two years after the termination of this agreement in whole or in relevant part (including, without prejudice to the generality of the foregoing, where on any termination of this agreement or otherwise any such employee becomes an employee of the Unilever Parties or any of their respective Affiliates or of any third party pursuant to any applicable law or regulation); and EXPRESSLY INCLUDING THE SOLEprovided further that in respect of such employee, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that JDI in no event shall Farmee indemnify the Unilever Parties except for costs relating to redundancy or 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 incurred by it or any of its Affiliates as a result of: (A) the Unilever Parties or any of their respective Affiliates acting in breach of clauses 3, 5, 7, 8, 9, 12, 21 or 23; (B) product recalls, product warranty or product liability or similar claims relating to the 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 circumstances are the subject of a claim with merit against JDI or any of its Affiliates under any Supply Agreement); (C) claims brought by a Governmental Authority or any third party against JDI or any of its Affiliates that the Products, including, for the avoidance of doubt, any materials provided to JDI or any of its Affiliates by the Unilever Parties or any of their 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 extent that the same directly results from the negligence or a Wilful Breach or failure to comply with clause 5.6 or 6.13 in each case of JDI or any of its Affiliates or to the extent that such 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 the performance (or non-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 paragraph agreement to any other person for loss of profits, loss of margin, loss of contract, loss of goodwill or any claimsother indirect, demands, causes of action special or judgments that are the result of the gross negligence or willful misconduct consequential losses of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free ofnature whatsoever, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens whether or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease not caused by or for Eni resulting from the negligence of such party or Nexen a breach of its statutory duties or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, a breach of its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeehereunder howsoever caused.

Indemnities. A. Farmee agrees to (i) maintain the El Paso Lease free ofINDEMNITIES BY SELLER - Seller will protect, defend, indemnity and (ii) RELEASEhold Buyer, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary its subsidiaries and affiliated companies, its free and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") harmless from and against any and all losses, deaths, Injuries, claims, liens, demands, and causes of action of every kind and judgments character, including the amounts of whatsoever nature (together with all costs judgments, penalties, interest, court costs, investigation expenses and costs, and reasonable legal fees incurred by Buyer in connection with same) defense of same arising in favor of any person government agencies, third parties, contractors or entity (including Farmeesubcontractors, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of claims, liens, debts, personal injuryinjuries, death, death or damage to property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLEor resulting from acts or omissions occurring before Closing, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, but excluding any and all debts, charges, liens or other like encumbrances costs associated with operations conducted on or for the benefit physical abandonment of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interestPipeline. Farmors shall RELEASEINDEMNITIES BY BUYER - Buyer will protect, DEFENDdefend, INDEMNIFY, indemnify and HOLD HARMLESS Farmeehold Seller, its parent, subsidiary subsidiaries and affiliated companies, its free and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") harmless from and against any and all losses, deaths, injuries, claims, liens, demands, and causes of action of every kind and judgments character, including the amounts of whatsoever nature (together with all costs judgments, penalties, interest, court costs, investigation expenses and costs, and reasonable legal fees in connection with same) incurred by Seller In defense of same arising in favor of any government agencies, third parties, contractors or subcontractors, on account of claims, liens, debts, personal injuries, death or damage to property arising out of or resulting -from acts or omissions occurring on or after Closing. DEFENSE OF CLAIMS - The party entitled to indemnification pursuant to this Article (including Farmors, their employees, Farmee's employees and any the "Indemnified Party") shall notify the other party whomsoever.("the Indemnifying Party") in writing of the nature of any claim by a third party for or on ac▇▇▇▇▇ of personal injury, deathwhich indemnification is sought under this Agreement promptly after the assertion thereof. The Indemnifying Party shall be entitled to participate at its own expense in the defense, or property damageif the Indemnifying Party so elects with a -reasonable tine after receipt of such -notice, incident to or arising assume the defense of any suit brought to enforce such claim. In the event of any suit, the Indemnified Party and Indemnifying Party shall cooperate with each other in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeedefense thereof.

Indemnities. A. Farmee agrees to (i) maintain 10.1 The Service Provider shall indemnify and hold harmless the El Paso Lease free ofCustomer, its directors, officers, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claimsthird-party claims and resulting liabilities, demandslosses, causes of action and judgments of whatsoever nature (together with all damages, costs and fees in connection with same) arising in favor of any person or entity expenses, (including Farmee, its employees, each Farmor's employees and any other person reasonable attorneys fees) of whatever nature or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or kind arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLEor incidental to or in any way resulting from the illegal, JOINT OR CONCURRENT NEGLIGENCEmalicious, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result grossly negligent acts or omissions of the gross negligence Service Provider or willful misconduct the Service Provider"s officers, employees (while acting within the scope of any member their employment), or agents acting in their performance of any member of the Farmor Groupthis Agreement. B. Eni agrees to 10.2 The Service Provider shall (i) maintain defend, at its expense, and pay any costs and damages finally awarded against the Eni/Nexen Lease free ofCustomer in any action brought against the Customer to the extent that it is based on a claim as set forth in Section 10.1, and (ii) ▇▇▇▇▇▇Ereimburse the Customer for attomeys" fees and other costs reasonably incurred in connection with such an action. The obligations set out in this Section 10.2 shall only apply provided that the Customer: 10.2.1 notifies the Service Provider promptly in writing of any such claim; 10.2.2 allows the Service Provider to fully control the defense of any such claim; and 10.2.3 does not agree to any settlement of any such claim without the Service Provider"s consent. 10.3 The Customer shall indemnify and hold harmless the Service Provider, DEFENDits directors, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFYofficers, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claimsthird-party claims and resulting liabilities, demandslosses, causes of action and judgments of whatsoever nature (together with all damages, costs and expenses, (including reasonable attorneys fees) of whatever nature or kind arising out of or incidental to or in any way resulting from the acts or omissions of the Customer or the Customer"s officers, employees (while acting within the scope of their employment), or agents and any third-party claim brought against the Service Provider based on the Service Provider"s acts or omissions related to the provision of the Interliant Services to the Customer unless such acts are adjudged to be illegal, malicious, or grossly negligent. THIS INDEMNITY SHALL INCLUDE CLAIMS BROUGHT BY THIRD- PARTIES ALLEGING THAT THE SERVICE PROVIDER IS SOLELY NEGLIGENT IN THE PROVISION OF THE INTERLIANT SERVICES TO THE CUSTOMER. 10.4 The Customer shall (i) defend, at its expense, and pay any costs and damages finally awarded against the Service Provider in any action brought against the Service Provider to the extent that it is based on a claim as set forth in Section 10.3, and (ii) reimburse the Service Provider for attorneys" fees and other costs reasonably incurred in connection with same) arising such an action. The obligations set out in favor this section 10.4 shall only apply provided that the Service Provider: 10.4.1 notifies the Customer promptly in writing of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident such claim; 10. 4.2 allows the Customer to or arising in connection with operations by Farmors on fully control the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct defense of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.such claim; and

Indemnities. A. Farmee agrees to (i) maintain 5.1 Notwithstanding the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations Completion of the transactions contemplated under this Agreement. Farmee shall RELEASEAgreement or the Purchaser's Investigation, DEFENDthe representations, INDEMNIFY, warranties and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all acknowledgements of the foregoing (individually Shareholder, Able Auctions or either of them contained in this Agreement or any certificates or documents delivered by them or either of them pursuant to this Agreement shall survive the Completion and collectively referred shall continue in full force and effect thereafter for one year for the benefit of the Purchaser. If any of the Actions result in settlement or judgement against Able Auctions, or if any of the representations, warranties or acknowledgements given by the Shareholder, Able Auctions or either of them is found to as be untrue or there is a breach of any covenant or agreement in this Agreement on the "Farmor Group") part of the Shareholder, Able Auctions or either of them, then the Shareholder and Able Auctions shall jointly and severally indemnify and save harmless the Purchaser from and against any and all liability, claims, debts, demands, causes of action suits, actions, penalties, fines, losses, costs (including legal fees, disbursements and judgments of whatsoever nature (together with all costs taxes as charged on a lawyer and fees in connection with same) arising in favor own client basis), damages and expenses of any person kind whatsoever which may be brought or entity (including Farmeemade against the Purchaser by any person, its employeesfirm or corporation of any kind whatsoever or which may be suffered or incurred by the Purchaser, each Farmor's employees and any other person directly or entity whomsoever) for or on account of personal injuryindirectly, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for or as a consequence of any claims, demands, causes of action or judgments that are the result of the gross negligence Actions or willful misconduct any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any way limiting the generality of the foregoing, this shall include any loss of any member kind whatsoever which may be suffered or incurred by the Purchaser, directly or indirectly, arising out of any member material assessment or reassessment levied upon Able Auctions for tax, interest and/or penalties relating to any period of business operations up to and including the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any Closing Date and all claims, demands, causes of action costs (including legal fees, disbursements and judgments of whatsoever nature (together with all costs taxes as charged on a lawyer and fees in connection with sameown client basis) arising in favor and expenses of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising kind whatsoever in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result respect of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeeforegoing.

Indemnities. A. Farmee agrees Except for obligations expressly assumed or agreed to be assumed by Purchaser and its Affiliates hereunder or in a Closing Document, neither Purchaser nor any Affiliate of Purchaser is assuming any obligations of Transferor Parties to third parties, nor any liability to third parties for claims arising out of any act, omission or occurrence which occurs, accrues or arises prior to the Closing Date (i) maintain other than as to the El Paso Lease free ofphysical or environmental condition of the Hotels existing on the Closing Date), and Owner and Wyndham (iijointly and severally with each Owner) RELEASEshall defend, DEFEND, INDEMNIFY indemnify and HOLD HARMLESS Farmor Group (as herein defined) from hold Purchaser and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") Affiliates harmless from and against any and all claims, demandscosts, causes penalties, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) (collectively, “Damages”) that may at any time be incurred by any of action them to any third party to the extent as a result of (1) obligations of Transferor Parties which occur, accrue or arise prior to the Closing Date and judgments which are not expressly assumed or agreed to be assumed by Purchaser and its Affiliates hereunder, (other than as to claims of whatsoever nature or Damages to a Governmental Authority arising out of or resulting from or relating to the physical condition or environmental condition of the Properties prior to the Closing Date and other than as to and excluding liabilities or claims for remediation pertaining to the physical or environmental condition of the Properties prior to the Closing Date), or (together with all costs and fees 2) liability or claims arising out of any acts, omissions or occurrences which occur, accrue or arise in connection with same) arising in favor of any person or entity the Properties prior to the Closing Date (including Farmee, its employees, each Farmor's employees other than as to and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident excluding liabilities to or claims of a Governmental Authority arising out of Farmee's operations under this Agreement or resulting from or relating to the physical condition or environmental condition of the Properties prior to the Closing Date and EXPRESSLY INCLUDING THE SOLEother than as to and excluding liabilities or claims for remediation pertaining to the physical or environmental condition of the Properties prior to the Closing Date), JOINT OR CONCURRENT NEGLIGENCEincluding, FAULT OR STRICT LIABILITYwithout limitation, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demandsliabilities, causes of action duties and obligations under (a) the Ground Leases, (b) the License Agreements, (c) the Third Party Management Agreements, including, without limitation, the submanagement agreements and franchise agreements (whether or judgments that are not “suspended”) (as same have been amended or modified pursuant to the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (iMarriott Settlement Agreement) maintain the Eni/Nexen Lease free ofwith IHC II, LLC and/or Marriott, and (iid) ▇▇▇▇▇▇Ethe Marriott Settlement Agreement, DEFENDand under any guarantee of any thereof, INDEMNIFY which occur, accrue or arise (and HOLD HARMLESS Farmee Group are attributable to the period) prior to the Closing Date, and which are not expressly assumed or agreed to be assumed by Purchaser or its Affiliates hereunder (other than as herein defined) to and excluding claims, liabilities, duties or obligations of or to a Governmental Authority arising out of or resulting from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on relating to the physical condition or for the benefit environmental condition of the Eni/Nexen Lease by Properties prior to the Closing Date and other than as to and excluding claims or Damages for Eni or Nexen pertaining to remediation of the physical or their respective predecessor(s)-in-interestenvironmental condition of the Properties prior to the Closing Date). Farmors Purchaser shall RELEASEdefend, DEFENDindemnify and hold Wyndham, INDEMNIFYOwner, and HOLD HARMLESS FarmeeOperating Lessee, its parent, subsidiary and affiliated companies, its Wyndham Manager and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") Affiliates harmless from and against any and all claimsDamages that may at any time be incurred by any of them to any third party to the extent as a result of (1) obligations of Purchaser and its Affiliates which occur, demandsaccrue or arise (and are attributable to the period) from and after the Closing Date (except as to claims of or Damages to a Governmental Authority arising out of or resulting from or relating to the physical condition or environmental condition of the Properties prior to the Closing Date and except as to claims or Damages for or pertaining to remediation of the physical or environmental condition of the Properties existing on the Closing Date, causes unless expressly assumed or agreed to be assumed by Purchaser or its Affiliates hereunder), (2) liability or claims arising out of action any acts, omissions or occurrences which occur, accrue or arise (and judgments of whatsoever nature (together with all costs are attributable to the period) from and fees after the Closing Date, in each case in connection with samethe Properties (except as to liabilities to or claims of a Governmental Authority arising out of or resulting from or relating to the physical condition or environmental condition of the Properties prior to the Closing Date and except as to claims or Damages for or pertaining to remediation of the physical or environmental condition of the Properties prior to the Closing Date, unless expressly assumed or agreed to be assumed by Purchaser or its Affiliates hereunder), including, without limitation, any and all claims, liabilities, duties and obligations under (a) arising in favor the Ground Leases, (b) the License Agreements (or New Third Party License Agreements) and (c) the Third Party Management Agreements (or New Third Party Management Agreements), including, without limitation, the submanagement agreements and franchise agreements (whether or not “suspended”) (as same have been amended or modified pursuant to the Marriott Settlement Agreement) with IHC II, LLC and/or Marriott, and under any guarantee of any thereof, which occur, accrue or arise (and are attributable to the period) from and after the Closing Date, or (3) obligations which are expressly assumed or agreed to be assumed by Purchaser or its Affiliates hereunder. Upon the occurrence of any event giving rise to a claim for indemnification (an “Indemnification Claim”) under any provision of this Agreement or any Closing Document, the party seeking indemnification (the “Indemnified Party”) shall promptly notify the other party (including Farmors, their employees, Farmee's employees the “Indemnitor”) of such Indemnification Claim and provide the Indemnitor with copies of any other party whomsoever) for documents describing or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors otherwise bearing on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, subject matter of such indemnification obligation; provided, however, that the failure to notify Indemnitor shall not relieve Indemnitor from any liability which Indemnitor may have under the Indemnification Claim except to the extent that it has been materially prejudiced by such failure. Indemnitor shall be entitled to participate in no event any pending or threatened claim, action, suit or proceeding in respect of the Indemnification Claim and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnitor to the Indemnified Party of its election to assume the defense of such claim, action, suit or proceeding, Indemnitor shall Farmors not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof except as provided in the following sentence. The Indemnified Party shall have the right to employ separate counsel in any such claim, action, suit or proceeding and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnitor in writing, (ii) there is, in the reasonable opinion of independent counsel, a conflict concerning any material issue between the position of the Indemnitor and the Indemnified Party, in which case if the Indemnified Party notifies Indemnitor in writing that it elects to employ separate counsel at the expense of Indemnitor, then Indemnitor shall not have the right to assume the defense of the claim, action, suit or proceeding on behalf of the Indemnified Party, but in such event the Indemnitor shall not be required to pay the charges and expenses of counsel other than (i) counsel retained by Indemnitor to assume the defense of one or more Indemnified Parties and (ii) one separate counsel retained by all other Indemnified Parties. Nothing set forth herein is intended to or shall impair the right of any Indemnified Party to retain separate counsel at its own expense. If the Indemnitor does not elect to engage attorneys or other persons to defend against such claim, action, suit or proceeding, the Indemnitor shall pay the reasonable charges and expenses of such attorneys and other persons as are engaged by the Indemnified Party on a current basis within thirty (30) days after submission of invoices or bills therefor, provided that the Indemnified Party shall promptly repay to the Indemnitor the amount of any such charges and expenses if it is ultimately determined that the Indemnified Party was not entitled to be indemnified in connection with such matter. The Indemnitor will not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of the Indemnification Claim unless, (i) Indemnitor shall have given the Indemnified Party reasonable prior written notice thereof and shall have obtained an unconditional release of the Indemnified Party from all liability arising out of such claim, action, suit or proceeding, or (ii) Indemnitor reaffirms in writing its indemnity obligations hereunder regardless of Applicable Laws to the contrary. As long as Indemnitor has complied with its obligations to defend and indemnify, Indemnitor shall not be liable for any settlement made by the Indemnified Party without the consent of Indemnitor (which consent shall not be unreasonably withheld or delayed). The provisions of this Section 9.5 shall survive the Closing for the statute of limitations period applicable to the cause of action underlying an indemnity claim and, only as to any indemnification obligation under this paragraph for Agreement which survives a termination of this Agreement, any claims, demands, causes termination of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeethis Agreement.

Indemnities. A. Farmee Artist agrees to (i) maintain the El Paso Lease free ofindemnify, defend, and (ii) RELEASEsave harmless OPDC and any person claiming under or through OPDC, DEFENDincluding, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and againstwithout limitation, any telecaster or exhibitor of any production based upon the Material and/or their successors and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturersassigns, and the parent and subsidiary companies, affiliated entities, officers, directors, agentsshareholders, consultantsemployees, insurers attorneys, representatives, and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") agents thereof, from and against any and all liabilities, losses, claims, demands, causes of action costs, and judgments of whatsoever nature expenses (together with all costs and fees in connection with sameincluding, without limitation, reasonable attorneys’ fees) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations or in connection with: (1) any breach of any representation, warranty, or agreement of Artist under this Agreement Agreement; (2) any third party’s claim to an amount payable hereunder; (3) any act or omission by Artist that results in or contributes to any damage to property or injuries to or the death of Artist or any other person; or (4) any act or omission by Artist that results in or contributes to damage to property owned (in whole or in part) by Artist. Artist further agrees to obtain and EXPRESSLY INCLUDING THE SOLEmaintain in form acceptable to OPDC appropriate general liability and property damage insurance to cover the foregoing obligation. OPDC agrees to indemnify and save harmless Artist from and against any liabilities, JOINT OR CONCURRENT NEGLIGENCElosses, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free ofcosts, and expenses (iiincluding, without limitation, reasonable attorneys’ fees) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations Artist’s use pursuant hereto of any material furnished to Artist by Farmors on OPDC. Each party hereto will, upon receipt of the Eni/Nexen Leasepresentation of any claim or notification of the institution of any action with respect to which indemnification might be required hereunder, and EXPRESSLY INCLUDING THE SOLEpromptly notify the other of the presentation of such claim or the institution of such action. OPDC will have the absolute right to control the litigation or other resolution of any claim, JOINT OR CONCURRENT NEGLIGENCEdemand, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable or action to which any indemnity under this paragraph for any claims, demands, causes Paragraph 13 applies. Artist’s obligations pursuant to this Paragraph 13 will survive the expiration or earlier termination of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeethis Agreement.

Indemnities. A. Farmee agrees (a) Borrowers agree, jointly and severally, to (i) maintain the El Paso Lease free ofindemnify, pay, and hold Agent (ii) RELEASEand each sub agent), DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexeneach Lender, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturersAffiliates, and the each of their respective officers, directors, employees, agents, consultantsadvisors, insurers and employees of all of the foregoing attorneys (individually and collectively referred to as the "Farmor GroupIndemnitees") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, demands, causes of action and judgments of whatsoever nature (together with all costs and expenses (including all reasonable fees in connection with sameand expenses of counsel to such Indemnitees) arising in favor of any person kind or entity nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of (including Farmeei) the execution or delivery of this Agreement, its employees, each Farmor's employees and any other person Loan Document or entity whomsoeverany agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) for any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on account or from any property owned or operated by the Borrowers or any of personal injury, deaththeir Subsidiaries, or property damageany Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, incident or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or arising out any other theory and regardless of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, whether any Indemnitee is a party thereto; provided that in Borrowers shall have no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are obligation to an Indemnitee hereunder with respect to liabilities to the result of extent resulting from the gross negligence or willful misconduct of that Indemnitee as determined by a final non-appealable order of a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any member reason, Borrowers agree to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The obligations of Borrowers under this Section 9.1(a) shall survive the payment in full of the Obligations and the termination of this Agreement and the resignation of Agent. (b) To the extent that the Borrowers for any reason fails to indefeasibly pay any amount required under Section 1.3 to be paid by it to Agent (or any sub agent thereof), or any Related Party of any member of the Farmor Group. B. Eni foregoing, each Lender severally agrees to pay to the Administrative Agent (ior any such sub agent) maintain or such Related Party, as the Eni/Nexen Lease free ofcase may be, and such Lender's Pro Rata Share (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (determined as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or for Eni asserted against Agent (or Nexen any such sub agent) or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees against any Related Party of all any of the foregoing acting for Agent (individually and collectively referred to as the "Farmee Group"or any such sub agent) from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor such capacity. The obligations of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable Lenders under this paragraph for any claims, demands, causes of action or judgments that are Section 9.1(b) shall survive the result payment in full of the gross negligence or willful misconduct Obligations and the termination of any member this Agreement and the resignation of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by FarmeeAgent.

Indemnities. A. Farmee agrees 15.1 Subject to (i) maintain clause 15.6, the El Paso Lease free of, Manager will indemnify and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all hold each member of the foregoing (individually Group and collectively referred to as the "Farmor Group") its directors indemnified from and against any and all losses, liabilities, costs, claims, demandsdemands and expenses whatsoever which are made against or incurred by any member of the Group or its directors as a result of: (a) material unauthorised acts of the Manager, causes fraud, dishonesty, wilful default or wilful breach of action and judgments the terms of whatsoever nature this Agreement by the Manager; or (together with all costs and fees in connection with sameb) arising in favor any claim made or threatened against Agriculture Fund or any member of the Group by any person employee or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, deathsubcontractor engaged, or property damageformerly engaged, incident by the Manager in providing the Management Duties, except to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLEthe extent that any such losses, JOINT OR CONCURRENT NEGLIGENCEliabilities, FAULT OR STRICT LIABILITYcosts, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action demands and expenses were caused directly or judgments that are the result of the gross negligence indirectly by an act or willful misconduct of any member omission of any member of the Farmor GroupGroup (other than due to any default or failure of the Manager to comply with its obligations under this agreement). B. Eni agrees 15.2 If any claims or demands are brought or threatened to (i) maintain be brought against Agriculture Fund in respect of which indemnification may be sought from the Eni/Nexen Lease free Manager pursuant to this Agreement, Agriculture Fund is to notify the Manager in writing as soon as practicable after Agriculture Fund becomes aware of such matters, and will fully consult with the Manager on the steps to be taken, if any, in defending any such action, proceeding, claim or demand. 15.3 Agriculture Fund will not admit liability in respect of all or part of, settle or compromise or consent to the entry of judgment in, or incur any costs in relation to, any pending or threatened action, proceedings, claims or demands brought or threatened against it in respect of which Agriculture Fund is, or may be, entitled to indemnification pursuant to this indemnity, without first consulting with and discussing such action with the Manager. 15.4 If Agriculture Fund has paid or becomes liable to pay any amount in respect of which Agriculture Fund is indemnified under this Agreement, the Manager must indemnify Agriculture Fund by paying that amount to Agriculture Fund (iiwhere Agriculture Fund has paid any such amount) ▇▇▇▇▇▇Eor to the person to whom that amount is due within 30 days (or less if Agriculture Fund is liable to pay within a shorter period) from the date that Agriculture Fund provides satisfactory evidence to the Manager, DEFENDacting reasonably, INDEMNIFY and HOLD HARMLESS Farmee Group that Agriculture Fund has paid or is liable to pay the amount. 15.5 If Agriculture Fund has incurred a liability for which Agriculture Fund is to be indemnified under this Agreement, it is not necessary for Agriculture Fund to incur expense or make payment before enforcing Agriculture Fund’s right of indemnity under this Agreement. 15.6 The Manager shall not incur any liability, or be responsible under any indemnity, to Agriculture Fund in respect of: (a) any action taken or thing suffered by the Manager in reasonable reliance upon any notice, resolution, direction, consent, certificate, receipt, affidavit, statement, certificate of stock, plan of reorganisation or other paper or documents reasonably believed by the Manager (as herein definedthe case may be) to be genuine and to have been passed or signed by the proper parties; (b) any failure to perform or do any act or thing which, by reason of any law or any decree, order or judgment of any competent court, the Manager is hindered, prevented or forbidden from and againstso doing or performing; (c) any payments made by the Manager in good faith notwithstanding that it may be determined by any court or similar body that any such payment need not have been made; (d) any action taken or not taken by the Manager in accordance with a request or direction of the Board or any member of the Group; or (e) actions taken or not taken by the Manager on the opinion or advice of or a certificate obtained from any lawyer, any and all debtsaccountant, chargessurveyor, liens broker, auctioneer, banker or other like encumbrances associated with operations conducted on expert in New Zealand or elsewhere in their field of expertise and the Manager shall not be responsible for any loss occasioned by so acting so long as the benefit Manager has no reason to believe that the opinion or advice is not authentic and the Manager has not acted fraudulently, dishonestly, negligently, in wilful default or in wilful breach of the Eni/Nexen Lease terms of this Agreement. 15.7 To the full extent permitted by law, Agriculture Fund agrees that the Manager will not be liable for: (a) any loss in value of Agriculture Fund or reduction in Agriculture Fund’ share price; or (b) any reduction in the amount of the dividend paid by Agriculture Fund, unless such loss is a direct result of the Manager materially breaching its obligations under this Agreement. 15.8 In carrying out its obligations under this Agreement, the Manager acts as agent for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, each member of the Group to the extent of authorities and HOLD HARMLESS Farmee, powers conferred under this Agreement and Agriculture Fund will indemnify and hold the Manager and its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers directors and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") indemnified from and against any and all claimsClaim which is made against or incurred by the Manager, demandsits directors, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, contractors that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the arise as a result of the gross negligence or willful misconduct Manager carrying out its obligations under and in accordance with the terms of any member this Agreement, other than in the case a claim is judicially determined to have resulted from the unauthorised acts of the Farmee Group. For avoidance Manager, fraud, dishonesty, gross negligence, wilful default or wilful breach of doubtthe terms of this Agreement by the Manager, Farmors' releaseits directors, defenseemployees or contractors. 15.9 If any Claim is brought or threatened to be brought against the Manager in respect of which indemnification may be sought from Agriculture Fund pursuant to this Agreement, indemnity the Manager is to notify Agriculture Fund in writing as soon as practicable after the Manager becomes aware of such matters, and hold harmless obligations herein do will fully consult with Agriculture Fund on the steps to be taken, if any, in defending any such Claim. 15.10 The Manager will not apply admit liability in respect of all or part of, settle or compromise or consent to the entry of judgment in, or incur any operations conducted costs in relation to, any pending or threatened Claim in respect of which the Manager is, or may be, entitled to indemnification pursuant to this indemnity, without first consulting with and discussing such action with Agriculture Fund. 15.11 Each party will take reasonable steps to mitigate any Claim (including any breach or default) of the other party (regardless of whether or not covered by Farmeeany indemnity).

Indemnities. A. Farmee agrees 12.1. Subject to (i) maintain the El Paso Lease free oflimitations of liability contained in Section 11 of this Agreement above, VIRUSURE will defend, indemnify, save and (ii) RELEASEhold harmless COMPANY and its parent, DEFEND, INDEMNIFY subsidiaries and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexenaffiliates, and their respective parentdirectors, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, employees and agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, lawsuits, actions, causes of action action, losses, damages, fines and liabilities, including, without limitation, reasonable attorneys’ fees and any costs and expenses associated with each party’s compliance with a subpoena or judgments that are the result other similar legal request related to a Study (“Claims”) arising out of the or in connection with or attributable to VIRUSURE’s breach of this Agreement, gross negligence or willful wilful misconduct of any member of any member in performance of the Farmor GroupStudy and will pay any costs and damages which may be assessed against them, provided that VIRUSURE is given written notice of the Claims within ten (10) days of the date of notice to COMPANY and is given information, reasonable assistance and sole authority to defend the Claims, provided that no settlement of such Claims may be effected by VIRUSURE without COMPANY’s written consent (which consent will not be unreasonably withheld). B. Eni agrees to (i) maintain the Eni/Nexen Lease free of12.2. COMPANY will defend, indemnify, save and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY hold harmless VIRUSURE and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary subsidiaries and affiliated companiesaffiliates, its and their joint ownersrespective directors, co-lessees, partners, joint venturers, and the officers, directors, employees and agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes Claims arising out of action and judgments of whatsoever nature (together with all costs and fees or in connection with sameor attributable to: (i) arising in favor the research, development, manufacture, distribution, use, sales or other disposition by COMPANY, or any distributor, collaborator, customer, sub-licensee, contractor, subcontractor, representative or agent of COMPANY, of the Test Articles and/or any other substances upon which the services of VIRUSURE were performed, except to the extent such Claims arise from VIRUSURE’s breach of this Agreement, or gross negligence or wilful misconduct of VIRUSURE; or (ii) any infringement of any party (including Farmorsthird party’s patent rights or unauthorized use or misappropriation of its know-how related to the Study, their employees, Farmee's employees and any other party whomsoever) for except to the extent such Claims arise from or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Leaseintellectual property, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that confidential information or other techniques of VIRUSURE employed in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result performance of the Services; or (iii) COMPANY’s breach of this Agreement, gross negligence or willful wilful misconduct of in connection with this Agreement and will pay any member costs and damages which may be assessed against them, provided that COMPANY is given written notice of the Farmee Group. For avoidance Claims within ten (10) days of doubtthe date of notice to VIRUSURE and is given information, Farmors' releasereasonable assistance and sole authority to defend the Claims, defense, indemnity and hold harmless obligations herein do provided that no settlement of such Claims may be effected by the VIRUSURE without COMPANY’s written consent (which consent will not apply to any operations conducted by Farmeebe unreasonably withheld).

Indemnities. A. Farmee agrees to (ia) maintain the El Paso Lease free ofCompany shall indemnify, defend and (ii) RELEASEhold harmless Loose Tooth and its shareholders, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, employees, agents, consultantsAffiliates, insurers parents and employees subsidiaries, and each of all the successors and assigns of any of the foregoing (individually and collectively referred to as the "Farmor Group") “Loose Tooth Indemnified Parties”), from and against any and all costs and expenses, losses, damages, claims, demands, causes of action and judgments liabilities incurred by or asserted (including reasonable attorneys’ fees, disbursements and expenses of whatsoever nature litigation as incurred) against the Loose Tooth Indemnified Parties (together with all costs and fees in connection with sameother than as to any claim brought by the Company or any Pub Sub against Loose Tooth) arising in favor of any person or entity (including Farmeefrom, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, deathrelating to, or property damagein any way connected with (i) the Company’s or any Pub Sub’s breach of its obligations, incident to or arising out of Farmee's operations as applicable, under this Agreement and EXPRESSLY INCLUDING THE SOLEAgreement, JOINT OR CONCURRENT NEGLIGENCEexcept to the extent that such shall be caused by the willful misconduct, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct bad faith of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free ofLoose Tooth, and or (ii) ▇▇▇▇▇▇Eany act or omission by the Company or any Pub Sub, DEFENDas applicable, INDEMNIFY which is a material violation of any provision of this Agreement or any applicable laws or regulations. (b) Loose Tooth shall indemnify, defend, and HOLD HARMLESS Farmee Group (as herein defined) from hold harmless the Company and againsteach Pub Sub, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit each of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASEshareholders, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, managers, members, employees, agents, consultantslicensors, insurers Affiliates, parents, and employees subsidiaries, and each of all the successors and assigns of any of the foregoing (individually and collectively referred to as the "Farmee Group") “Company Indemnified Parties”), from and against any and all costs and expenses, losses, damages, claims, demands, causes of action and judgments liabilities incurred by or asserted (including reasonable attorneys’ fees, disbursements and expenses of whatsoever nature litigation as incurred) against the Company Indemnified Parties (together with all costs and fees in connection with sameother than as to any claim brought by Loose Tooth against the Company or any Pub Sub) arising from, relating to, or in favor any way connected with (i) Loose Tooth’s breach of its obligations under this Agreement, except to the extent that such shall be caused by the willful misconduct, gross negligence or bad faith of the Company or the applicable Pub Sub; (ii) any act or omission by Loose Tooth which is a material violation of any provision of this Agreement or any applicable laws or regulations; or (ii) third party infringement claim relating to the Licensed Intellectual Property. (including Farmors, their employees, Farmee's employees and any c) Each party claiming indemnity shall promptly provide the other party whomsoever) with written notice of any claim, action or demand for or on ac▇▇▇▇▇ which indemnity is claimed. The indemnifying party shall be entitled to control the defense of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUPany action, provided, however, that the indemnified party may participate in no event any such action with counsel of its choice at its own expense. The indemnified party shall Farmors provide reasonable cooperation in the defense as the indemnifying party may request and at the indemnifying party’s expense. No indemnifying party may settle a claim against an indemnified party without the prior written consent of such indemnified party or a complete release of claims against the indemnified party. (d) The parties agree that if any indemnity sought to be liable under provided in this paragraph Section 7 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any costs and expenses, losses, damages, claims, demands, causes of action or judgments that are liabilities (including reasonable attorneys’ fees, disbursements and expenses of litigation) referred to herein, then each indemnifying party shall contribute to the result aggregate amount of such costs and expenses, losses, damages, claims, causes of action or liabilities (including reasonable attorneys’ fees, disbursements and expenses of litigation) incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by Loose Tooth, on the one hand, and the Company and the Pub Subs, on the other hand, from the provision of the gross negligence Service(s) pursuant to this Agreement or willful misconduct (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of any member Loose Tooth, on the one hand, and of the Farmee Group. For avoidance of doubtCompany and the Pub Subs, Farmors' releaseon the other hand, defensein connection with the actions, indemnity and hold harmless obligations herein do not apply to inaction, statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any operations conducted by Farmeeother relevant equitable considerations. (e) EXCEPT IN CONNECTION WITH (I) ANY ACT OF FRAUD OR INTENTIONAL WRONGDOING BY A PARTY, (II) ANY CLAIM THAT IS SUBJECT TO INDEMNIFICATION UNDER THIS SECTION 7, OR (III) ANY CLAIM THAT ARISES OUT OF A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, EMPLOYEES, AGENTS, AFFILIATES, OR SUPPLIERS BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RELATING TO, ARISING FROM OR UNDER, OR IN ANY WAY CONNECTED WITH, THIS AGREEMENT.

Indemnities. A. Farmee agrees to (a) Each Seller shall indemnify, defend and hold Buyer harmless against all claims, suits, obligations, liabilities, damages, losses, costs, and expenses, including, without limitation, reasonable attorneys' fees and disbursements, based upon, arising out of, or resulting from (i) maintain any breach of any of the El Paso Lease free ofrepresentations, warranties or covenants of such Seller set forth herein or in the estoppel certificate (if any) delivered by Thom▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇er Section 5.04(q), and (ii) RELEASEany Excluded Liability, DEFENDsubject in each case to the limitations set forth in Section 4.03, INDEMNIFY Section 4.04, Section 4.06(d), Section 4.07 and HOLD HARMLESS Farmor Group elsewhere in this Agreement. (b) SLT Realty and SLC Operating, severally, but not jointly and severally, each shall indemnify, defend and hold Sellers harmless against all claims, suits, obligations, liabilities, and damages, including, without limitation, reasonable attorneys' fees and disbursements, based upon, arising out of, or resulting from (i) any breach of any of the representations or warranties made by such party herein, subject to the limitations set forth in Section 4.04 and Section 4.06(d); (ii) any Assumed Liability; (iii) any Liability under the WARN Act, and any similar state statute applicable to the Employees of the Hotels and Sellers, which arises on account of (A) this transaction or (B) any action taken by Buyer after the Closing Date, and any Compensation payable to the Transferred Employees in respect of their employment with Buyer after the Closing; (iv) the failure of Buyer to offer any Employee employment on the terms and conditions stated in Section 8.09 hereof; (v) 45 -40- a Transferred Employee's termination of employment with the Buyer after the Closing Date; (vi) any Environmental Liability relating to any act or occurrence taking place after the Closing Date; and (vii) any failure to perform the covenants or obligations of Buyer which survive Closing as herein definedset forth herein, including without limitation those pursuant to Section 8.08 hereof. (c) from and againstdays after the Dispute Notice is delivered to Indemnitee, Indemnitee shall have the right to exercise any and all debts, charges, liens or other like encumbrances associated remedies available to it at law and/or at equity with Farmee's operations under respect to such indemnification claim in the forum designated by this Agreement. Farmee In calculating the loss or damage which an Indemnitee is entitled to recover hereunder (i) no loss or damage shall RELEASE, DEFEND, INDEMNIFYbe deemed to have been sustained by such party to the extent of any proceeds received by such party from any insurance policies with respect thereto, and HOLD HARMLESS Eni (ii) the amount of such loss or damage shall take into account any beneficial tax effect of such loss or damage to the Indemnitee. (d) Notwithstanding anything to the contrary contained herein, Buyer shall not assert any claims under Section 4.06(a)(i) hereof, and, to the extent the same relate to representations or warranties made by Buyer in Section 4.02 hereof, Sellers shall not assert any claims under Section 4.06(b)(i) hereof, as the case may be, unless and Nexenuntil the aggregate of such party's claims thereunder exceeds Five Hundred Thousand Dollars ($500,000) (the "Indemnification Threshold"), and their respective parent, subsidiary Buyer and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and Sellers shall each bear the officers, directors, agents, consultants, insurers and employees amount of all of such claims up to the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, Indemnification Threshold; provided, however, that in no the event that the aggregate amount of any claim(s) asserted by a party exceeds the Indemnification Threshold, then subject to the procedures set forth herein, the Indemnitor shall Farmee be liable to pay only the amount of all such claims above the Indemnification Threshold up to the Initial Maximum Indemnity Amount or the Subsequent Maximum Indemnity Amount, as the case may be. The aggregate liability of Buyer or Sellers (in each case to be measured cumulatively) for breach of any representation, warranty or covenant referenced in this Section 4.06(d) shall not exceed Ten Million Dollars ($10,000,000) (the "Initial Maximum Indemnity Amount"), less the Indemnification Threshold, with respect to claims made on or prior to the Indemnity Reduction Date; provided, however, that the aggregate liability of Buyer or Sellers (in each case to be measured cumulatively) for breach of any such representation or warranty shall be reduced to Five Million Dollars ($5,000,000) (the "Subsequent Maximum Indemnity Amount"), less the Indemnification Threshold, from and after the Indemnity Reduction Date, if and to the extent that the other party hereto shall not have made claims in the aggregate amount of at least $5,000,000 prior to the Indemnity Reduction Date. Notwithstanding the foregoing or anything to the contrary herein, neither the Indemnification Threshold, the Initial Maximum Indemnity Amount nor the Subsequent Maximum Indemnity Amount shall apply (a) with respect to any claim or demand based on fraud, or (b) with respect to any claim under Section 4.06(a)(ii) hereof or under Section 4.06(b)(ii) through (vii) hereof. 47 -42- (e) No claim for indemnification under this paragraph for any claimsSection 4.06, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to other than with respect (i) maintain the Eni/Nexen Lease free ofto Sections 4.06(b)(ii) through (vii), inclusive, and (ii) ▇▇▇▇▇▇Eto Section 4.06(b)(i), DEFENDas the same relates to any representation or warranty made by Buyer herein other than those set forth in Section 4.02 hereof, INDEMNIFY shall be made or asserted after the expiration of the Survival Period; provided, however, that any claim made under this Section 4.06 for which notice has been delivered prior to the expiration of the Survival Period shall be deemed to have been made and HOLD HARMLESS Farmee Group asserted in a timely manner and shall be prosecuted to completion, regardless of whether the Survival Period expires prior to the resolution thereof. (f) At Closing, Sellers and Buyer shall enter into an Indemnity Fund Agreement in the form attached hereto as herein definedExhibit F (the "Indemnity Fund Agreement"), pursuant to which Sellers shall deposit Ten Million and No/100 Dollars ($10,000,000.00) from and againstwith Escrow Agent, any and all debts, charges, liens which shall be held in escrow by Escrow Agent in a segregated account (the "Indemnity Escrow"). All interest and/or investment income accruing or other like encumbrances associated with operations conducted earned on or the amounts deposited in the Indemnity Escrow shall be for the benefit of the Eni/Nexen Lease by Sellers. In the event Buyer makes a claim or for Eni demand under this Section 4.06 or Nexen in any other provisions of this Agreement or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, any other agreement entered into between Sellers and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturersBuyer at Closing, and the officersIndemnitor does not dispute such claim or demand, directors, agents, consultants, insurers and employees or is determined to be liable pursuant to such claim or demand by a court of competent jurisdiction or otherwise in a mutually acceptable dispute resolution forum (after the expiration of all applicable and available appeal periods or the earlier resolution of such appeals), then if the foregoing Indemnitor fails promptly to pay such claim, Escrow Agent promptly upon the receipt of such notice shall pay such claim or demand in full, not to exceed the available funds in the Indemnity Fund. If no claims for indemnification by Buyer shall be pending against Sellers on the Indemnity Reduction Date which exceed in the aggregate Five Million and 00/100 Dollars (individually $5,000,000.00), Escrow Agent promptly shall disburse to Sellers all Funds in the Indemnity Escrow in excess of Five Million and collectively referred No/100 Dollars ($5,000,000.00); otherwise, no such amounts shall be disbursed to as Sellers at such time. The Indemnity Fund Agreement shall expire on the date which is one (1) year after the Closing Date (the "Farmee GroupIndemnity Termination Date") from and against any and Escrow Agent promptly shall pay all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees remaining funds in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident the Indemnity Escrow to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, Sellers; provided, however, that if prior to the Indemnity Termination Date, Buyer shall have either commenced litigation to enforce the terms of its indemnification rights hereunder or provided notice to Escrow Agent setting forth in no event reasonable detail the facts and circumstances of any claim or demand made by a third party to which Buyer is entitled to indemnification hereunder, the term of the Indemnity Trust Agreement shall Farmors be liable extended until the final 48 -43- resolution of such litigation, including any appeal, provided that all amounts remaining in the Indemnity Escrow at such time in excess of the amount of the alleged claim shall be returned to the Sellers on the Indemnity Termination Date. (g) Buyer and Sellers agree that any and all claims for indemnification or breach of representation or warranty brought under this paragraph for any claims, demands, causes Agreement shall be brought exclusively in accordance with the procedures specified in this Section 4.06 and shall be governed by the terms and provisions of action or judgments that are this Section 4.06. (h) The provisions of this Section 4.06 shall survive the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by FarmeeClosing.

Indemnities. A. Farmee agrees (a) Lender and Ship Finance hereby agree, jointly and severally, to (i) maintain the El Paso Lease free ofindemnify and hold harmless Borrower and its affiliates and its former, present and (ii) RELEASEfuture directors, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers employees and employees of all of the foregoing (individually other agents and collectively referred to as the "Farmor Group") representatives from and against any and all liabilities, judgments, claims, demandssettlements, causes losses, damages, fees, liens, taxes, penalties, obligations and expenses (and, in the event Ship Finance is no longer a Foreign Private Issuer, losses relating to Borrower's market activities as a consequence of action 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 judgments of whatsoever nature (together with all costs and fees any losses in connection therewith or with samerespect to this Agreement) arising in favor of incurred or suffered by any such person or entity (including Farmeedirectly or indirectly arising from, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, deathby reason of, or property damagein connection with, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free ofany breach by Lender or Ship Finance of any of its representations or warranties contained in Section 7, and (ii) ▇▇▇▇▇▇Eany breach by Lender or Ship Finance of any of its covenants or agreements in this Agreement or (iii) any Taxes relating to any payments made or to be made by Borrower or any of its affiliates to Ship Finance, DEFENDLender, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, or any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, subsidiaries or affiliates under this Agreement. (b) Borrower hereby agrees to indemnify and HOLD HARMLESS Farmee, its parent, subsidiary hold harmless Lender and affiliated companies, its Ship Finance and their joint ownersaffiliates and their former, co-lesseespresent and future directors, partners, joint venturers, and the officers, directors, agents, consultants, insurers employees and employees of all of the foregoing (individually other agents and collectively referred to as the "Farmee Group") representatives from and against any and all liabilities, judgments, claims, demandssettlements, causes of action losses, damages, fees, liens, taxes, penalties, obligations and judgments of whatsoever nature (together with all costs and fees expenses incurred or suffered by any such person or entity directly or indirectly arising from, by reason of, or in connection with same(i) arising in favor any breach by Borrower of any of its representations or 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 (including Farmorseach an "Indemnifying Party") shall come to the attention of the party seeking indemnification hereunder (the "Indemnified Party"), their employeesthe Indemnified Party 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 Agreement, Farmee's employees and except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or litigation as being within its indemnification obligations under this Section 12. Such response shall be delivered no later than 30 days after the initial notification from the Indemnified Party; provided that, if the Indemnifying Party reasonably cannot respond to such notice within 30 days, the Indemnifying Party shall respond to the Indemnified Party as soon thereafter as reasonably possible. (d) An Indemnifying Party shall be entitled to participate in the defense of any claim and, to the extent that it shall wish, jointly with any other party whomsoever) 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, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under such subsection for any legal expenses of other counsel or on ac▇▇▇▇▇ of personal injuryany other expenses, deathin each case subsequently incurred by such Indemnified Party, or property damage, incident to or arising in connection with operations the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (regardless of whether the indemnified party is an actual 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 Farmors or on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event behalf of any Indemnified Party. An Indemnified Party shall Farmors be liable not make any settlement of any claim or litigation under this paragraph for any claims, demands, causes of action or judgments that are Section 12 without the result written consent of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by FarmeeIndemnifying Party.

Indemnities. A. Farmee a. Contractor hereby agrees to release, defend, indemnify and hold the EnCana Group harmless from and against any and all loss, cost, damage or expense of every kind and nature (iincluding, without limitation, fines, penalties, remedial obligations, court costs and expenses and reasonable attorneys’ fees, including attorneys’ fees incurred in the enforcement of this indemnity provision (hereinafter referred to collectively as “Indemnifiable Claims”)), arising out of bodily injury (including sickness to or death of persons and losses therefrom to relatives or dependents) maintain to the El Paso Lease free ofContractor Group, or loss or destruction of property or interests in property of the Contractor Group, in any manner caused by, directly or indirectly resulting from, incident to, connected with or arising out of performance of the Work, WHETHER OR NOT RESULTING IN WHOLE OR IN PART FROM THE SOLE, CONCURRENT, OR COMPARATIVE NEGLIGENCE, OR STRICT LIABILITY OF THE ENCANA GROUP, OR ANY DEFECT IN THE PREMISES, EQUIPMENT OR TOOLS OWNED, OPERATED OR CONTROLLED BY THE ENCANA GROUP. Contractor agrees that this voluntary and mutual indemnity agreement will be supported by insurance of the types and in at least the minimum amounts required in Section 11, and shall be primary to any other insurance provided by the EnCana Group. Contractor agrees to consult and cooperate in good faith with EnCana in the selection and retention of legal counsel to represent EnCana in any action, claim, suit, litigation, arbitration or government investigation (ii“Action”) RELEASEwith respect to an Indemnifiable Claim. Notwithstanding the foregoing, DEFENDEnCana may select its own counsel to participate in any Action at EnCana’s sole cost and expense; provided, INDEMNIFY however, EnCana’s right to participate in any Action shall not limit Contractor’s obligations under this Section 10.a. b. EnCana hereby agrees to release, defend, indemnify and HOLD HARMLESS Farmor hold the Contractor Group harmless from and against any and all Indemnifiable Claims arising out of bodily injury (as herein definedincluding sickness to or death of persons and losses therefrom to relatives or dependents) to the EnCana Group, or loss or destruction of property or interests in property of the EnCana Group, in any manner caused by, directly or indirectly resulting from, incident to, connected with, or arising out of the performance of the Work, WHETHER OR NOT RESULTING IN WHOLE OR IN PART FROM THE SOLE, CONCURRENT, OR COMPARATIVE NEGLIGENCE, OR STRICT LIABILITY OF THE CONTRACTOR GROUP, OR ANY DEFECT IN THE PREMISES, EQUIPMENT OR TOOLS OWNED, OPERATED OR CONTROLLED BY THE CONTRACTOR GROUP. EnCana agrees that this voluntary and mutual indemnity agreement will be supported by insurance of the types and in the amounts required of Contractor by Section 11, and shall be primary to any other insurance provided by the Contractor Group. c. Contractor hereby agrees to release, defend, indemnify and hold the EnCana Group harmless from and against any and all indemnifiable Claims by third parties (i.e., parties not included in the EnCana Group or Contractor Group) arising out of bodily injury (including sickness to or death of persons and losses therefrom to relatives or dependents) or loss or destruction of property or interests in property in any manner caused by, directly or indirectly resulting from, incident to, connected with or arising out of the performance of the Work, unless such injury or loss of property is due to the sole negligence of the EnCana Group. d. Each party shall be responsible for, and hereby agrees to defend, indemnify and hold the other party harmless from and against, any and all debtsIndemnifiable Claims arising out of or with respect to, chargesthe emission, liens discharge or release by such indemnifying party or by a Subcontractor of such indemnifying party, in connection with the Work, or transportation to and from the Site, of chemical pollutants, contaminants, waste, petroleum waste, used oil, toxic substances, hazardous substances or any other like encumbrances associated with Farmee's substances that are regulated by any governmental entity under environmental laws. e. Notwithstanding any provisions of this Section 10 to the contrary, the following provisions shall apply to operations under this Agreement. Farmee shall RELEASEinvolved in the drilling of an oil or gas well: i. EnCana hereby releases and agrees to defend, DEFEND, INDEMNIFY, indemnify and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and hold the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") Contractor Group harmless from and against any and all claimsIndemnifiable Claims arising from pollution or contamination below the surface of the land, demandsseabed or water, causes resulting from blowout, fire, cratering, seepage or any other uncontrolled flow of action oil, gas or mineral substance during the performance of the Work, except to the extent such loss or damage is caused by the Contractor Group’s negligence or willful misconduct. ii. EnCana hereby releases and judgments agrees to defend, indemnify and hold the Contractor Group harmless from and against the loss or damage (1) to any geological formation, strata or oil or gas reservoir or minerals resource beneath the surface of whatsoever nature the land or water, (together with all costs 2) for the loss of or damage to any hole(s) or well(s), and fees in connection with same(3) arising in favor for any impairment of any person property rights or entity (including Farmeeother interests in or to any oil, its employeesgas or mineral resources resulting from blowout, each Farmor's employees and fire, cratering or any other person cause, which may result during the performance of the Work, except to the extent such loss or entity whomsoever) damage is caused by the Contractor Group’s negligence or willful misconduct. iii. If equipment or instruments of the Contractor Group become lost in the well, EnCana shall either recover them without cost to the Contractor Group or pay the Contractor Group for the equipment or on account instruments (depreciated to date of personal injuryloss); PROVIDED, deathHOWEVER, IF THE LOSS IS CAUSED BY THE NEGLIGENCE OF THE CONTRACTOR GROUP, ENCANA SHALL NOT BE LIABLE FOR THE LOSS AND THE CONTRACTOR GROUP SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS THE ENCANA GROUP FROM AND AGAINST ANY LOSS, COSTS OR EXPENSE, INCLUDING COURT COSTS AND REASONABLE ATTORNEYS’ FEES, SUFFERED OR INCURRED BY THE ENCANA GROUP THAT ARISES OR RESULTS THEREFROM. f. In no event shall either party be liable to the other under this Agreement, for, and each party releases the other from and against, any indirect, special, incidental, punitive, exemplary or property damageconsequential damages, incident including, but not limited to, damages for loss of production, loss of revenue and profits, loss of business or business interruptions, loss of use of assets or facilities, related to or arising out of Farmee's operations the performance under this Agreement and EXPRESSLY INCLUDING (collectively, “Losses”), WHETHER OR NOT SUCH LOSSES ARE THE RESULT IN WHOLE OR IN PART FROM THE SOLE, JOINT CONCURRENT, OR CONCURRENT COMPARATIVE NEGLIGENCE OF ANY PERSON OR PARTY, INCLUDING THE INDEMNIFIED PARTY OR PARTIES, OR ANY DEFECT IN THE PREMISES, PRE-EXISTING CONDITIONS, PATENT OR LATENT, BREACH OF STATUTORY DUTY, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY, UNLESS SUCH LOSSES ARE CAUSED BY THE GROSS NEGLIGENCE, FAULT FRAUDULENT CONDUCT OR STRICT LIABILITYWILLFUL MISCONDUCT OF THE OTHER PARTY; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED AS LIMITING THE OBLIGATION OF ANY MEMBER A PARTY TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER PARTY AGAINST INDEMNIFIABLE CLAIMS ASSERTED BY PERSONS WHO ARE NOT A PARTY TO THIS AGREEMENT (INCLUSIVE OF FARMOR GROUPTHIRD PARTIES, providedAS DEFINED IN SECTION 10.C ABOVE) INCLUDING, howeverBUT NOT LIMITED TO, that in no event shall Farmee be liable under this paragraph for any claimsINDEMNIFIABLE CLAIMS FOR INDIRECT SPECIAL, demandsINCIDENTAL, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor GroupPUNITIVE, EXEMPLARY OR CONSEQUENTIAL. DAMAGES. B. Eni agrees to g. IF OPERATIONS ARE PERFORMED IN LOUISIANA OR UNDER LOUISIANA LAW, BOTH PARTIES AGREE THAT: INDEPENDENT OF THE CONSIDERATION PAID OR TO BE PAID BY ENCANA FOR THE SERVICES PROVIDED BY CONTRACTOR UNDER ANY WORK ORDER THAT MIGHT BE ISSUED PURSUANT TO THIS AGREEMENT, ENCANA WILL PAY CONTRACTOR FOR THE ACTUAL COST OF THE ADDITIONAL PREMIUM (iIF ANY) maintain the EniARISING FROM THE ENCANA GROUP BEING NAMED AS AN ADDITIONAL INSURED ON CONTRACTOR’S LIABILITY POLICIES, INCLUDING CONTRACTUAL LIABILITY COVERAGE FOR THE LIABILITIES ASSUMED UNDER THE AGREEMENT AND, IF APPLICABLE, EXCESS LIABILITY POLICIES. CONTRACTOR IS OBLIGATED TO NOTIFY ENCANA IF THERE IS TO BE AN ADDITIONAL PREMIUM FOR SUCH COVERAGE, INCLUDING ANY RENEWAL OR REPLACEMENT THEREOF, AND SUPPLY SATISFACTORY DOCUMENTATION FOR CONTRACTOR’S INSURER TO DOCUMENT WHETHER OR NOT AN ADDITIONAL PREMIUM IS DUE. CONTRACTOR WARRANTS AND REPRESENTS THAT IT HAS COMMUNICATED WITH ITS INSURER(S) REGARDING THIS OBLIGATION. NOTWITHSTANDING THE GENERAL NOTICE PROVISIONS IN PARAGRAPH 23 OF THIS AGREEMENT, ALL NOTICES REGARDING SUCH COVERAGE WILL BE SENT TO ENCANA OIL & GAS (USA) INC., C/Nexen Lease free ofO INSURANCE DEPARTMENT, and (ii) ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury▇▇▇▇, death▇▇▇▇▇▇, or property damage▇▇ ▇▇▇▇▇. IF CONTRACTOR DOES NOT NOTIFY ENCANA OF ANY ADDITIONAL PREMIUM CHARGED FOR SUCH COVERAGE, incident to or arising in connection with operations by Farmors on the Eni/Nexen LeaseIT WILL BE CONCLUSIVELY PRESUMED THAT THERE IS NO ADDITIONAL PREMIUM FOR SUCH COVERAGE. h. REDRESS UNDER THE INDEMNITY PROVISIONS SET FORTH IN THIS SECTION 10 SHALL BE THE EXCLUSIVE REMEDIES AVAILABLE TO THE PARTIES FOR THE MATTERS, and EXPRESSLY INCLUDING THE SOLECLAIMS, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by FarmeeAND DAMAGES COVERED BY SUCH PROVISIONS.

Indemnities. A. Farmee agrees (a) Seller will defend and hereby indemnify Buyer and its successors, assigns, servants and agents (hereinafter "Indemnitees") against and agree to (i) maintain the El Paso Lease free ofprotect, save and (ii) RELEASEkeep harmless and make whole each thereof, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debtsliabilities, chargesobligations, liens or other like encumbrances associated with Farmee's operations losses, damages, penalties, claims, actions, suits, costs (including any net increase in the tax liability of an Indemnitee resulting from its receipt of indemnity payments made under this Agreement. Farmee shall RELEASESection 10.02), DEFENDexpenses and disbursements, INDEMNIFYincluding reasonable attorneys' fees, of whatsoever kind and HOLD HARMLESS Eni and Nexennature imposed on, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and incurred by or asserted against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees Indemnitee in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident way relating to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain this Agreement or any of the Eni/Nexen Lease free of, and documents entered into in connection herewith; (ii) ▇▇▇▇▇▇Ethe Buyer's interest in the Loans or related Property purchased or accepted hereunder or the enforcement of any claims thereunder; (iii) any claim made by any Obligor, DEFENDor any other party, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and againstrelated to the Loans or related Property purchased or accepted hereunder, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit administration of the Eni/Nexen Lease transactions evidenced by such Loans and related Property or for Eni or Nexen related to any other transactions between the Obligors or their respective predecessor(s)-in-interestaffiliates and the Seller or its affiliates; or (iv) any environmental claim or liability relating to any real property securing any Loans. (b) The foregoing indemnities with regard to any particular Indemnitee shall not extend to any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement (i) that results from the willful misconduct or gross negligence of such Indemnitee or from any breach of any representation or warranty made by such Indemnitee herein; (ii) that constitutes any tax based on any Indemnitee's net income, items of tax preference or gross receipts (except with respect to indemnity payments hereunder); or (iii) that consists of the failure of any Obligor to pay its obligations under the Notes as they become due unless such failure results from a claim of such Obligor against Seller, Guarantor, Servicer or any Subsidiary or Affiliate of any of them, or Buyer otherwise indemnified against hereunder. Farmors Any indemnity payments required under this Section 10.02 shall RELEASE, DEFEND, INDEMNIFY, be paid within thirty (30) days following notice thereof from the Indemnitee to Seller (which notice shall describe in reasonable detail the matter with respect to which indemnification is required and HOLD HARMLESS Farmee, its parent, subsidiary shall set forth the computation used in determining the amount of the indemnity payment). All of the rights and affiliated companies, its and their joint owners, co-lessees, partners, joint venturersprivileges of each Indemnitee under this Section 10.02, and the officersrights, directorsprivileges and obligations of Seller hereunder, agents, consultants, insurers and employees shall survive the expiration or other termination of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by FarmeeAgreement.

Indemnities. A. Farmee agrees to (i) maintain the El Paso Lease free of, 12.1 Tenant shall indemnify and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) hold Landlord harmless from and against, any and all debtscosts, chargesclaims or liability of any kind arising out of: (a) Tenant's use and occupancy of the Premises, liens (b) the conduct of Tenant's business or any work, activity or other like encumbrances associated with Farmeethings allowed or permitted by Tenant to be done in or on the Premises; (c) any breach or default in the performance of any of Tenant's operations obligations under this AgreementLease; (d) any misrepresentation or breach of warranty by Tenant under this Lease; and/or (e) any other acts or omissions of Tenant, its agents, employees, invitees, or contractors, except to the extent caused by Landlord's gross negligence or willful misconduct. Farmee shall RELEASETenant shall, DEFEND, INDEMNIFYat Tenant's expense, and HOLD HARMLESS Eni by counsel reasonably satisfactory to Landlord, defend Landlord in any action or proceeding arising from any such claim or liability and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") shall indemnify Landlord from and against all costs, attorney's fees, expert witness fees and any other expenses incurred in such action or proceeding. As a material part of the consideration for Landlord's execution of this Lease, Tenant hereby assumes all risk of damage to property or injury to persons in, on or about the Premises from any cause, and Tenant hereby waives all claims in respect thereof against Landlord, except for any claim arising out of Landlord's gross negligence or willful misconduct. 12.2 Landlord shall indemnify and hold harmless Tenant from any and all claimscosts, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person claims or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the liability suffered by Tenant as a direct result of the Landlord's gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor the performance of any party (including Farmors, their employees, Farmee's employees its agreements and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable obligations under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by FarmeeLease.

Indemnities. A. Farmee agrees In the event that any Registrable Shares are included in a registration statement pursuant to this Section 3: 3.7.1. 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, any underwriter in an underwritten offering for such Holder and each Person, 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) maintain the El Paso Lease free ofany untrue statement or alleged untrue statement of a material fact contained in such registration statement, and including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) RELEASEthe omission or alleged omission to state therein a material fact required to be stated therein, DEFENDor necessary to make the statements therein not misleading, INDEMNIFY and HOLD HARMLESS Farmor Group or (as herein definediii) from and againstany 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; and all debtsthe Company will reimburse each such Holder, chargesits affiliates, liens the partners, officers, or directors, any underwriter and 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 like encumbrances associated expenses reasonably incurred by them in connection with Farmee's operations 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 ‎‎3.7.1 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, which consent shall not be unreasonably withheld, 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 ▇▇▇▇▇▇, partner, officer, director, underwriter or controlling Person of such Holder. 3.7.2. 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 Company and each Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, such registration statement or any of such other Holder’s its and their joint owners, co-lesseesaffiliates, partners, joint venturersdirectors officers or any person who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, liabilities, 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 officersextent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such ▇▇▇▇▇▇ and stated to be specifically for use in connection with such registration; and each such Holder will reimburse the Company, directorseach such controlling Person of the Company or any underwriter or other Holder, agentsor partner, consultantsofficer, insurers and employees director or controlling person of all such other Holder 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 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 ‎3.7.2 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 Holder, which consent shall not be unreasonably withheld. In no event shall the liability of a Holder pursuant to this Section ‎3.7.2 exceed the net proceeds from the offering received by such ▇▇▇▇▇▇, except in the event of fraud or willful misconduct of 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 herein of notice of the commencement of any action involving the subject matter of the foregoing (individually 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. 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 under this Section 3.7, except to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action and collectively referred in any case will not relieve the indemnifying party from any liability which it may have to as the "Farmor Group") from and any indemnified party otherwise than hereunder. In case such action is brought against any indemnified party and all claimsit notifies the indemnifying party of the commencement thereof, demandsthe indemnifying party shall have the right to participate in, causes 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 and judgments on behalf of whatsoever nature (together with all costs and fees 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 3.7.1 or 3.7.2 for any legal or other expense subsequently incurred by such indemnified party in connection with samethe defense thereof, unless (i) arising the indemnified party shall have employed counsel in favor 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 person judgment or entity (including Farmeeenter into any settlement, its employeeswhich 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. If the indemnification provided for in this Section ‎3.7 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, each Farmor's employees claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent 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 other person 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, among other things, whether the untrue or entity whomsoever) for alleged untrue statement of a material fact or on account of personal injurythe omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, deathknowledge, access to information concerning the matter with respect to which the claim was asserted, and opportunity to correct or property damage, incident to prevent such statement or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, omission; provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are contribution by a Holder hereunder exceed the result of net proceeds from the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) offering received by such ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for than in the benefit event of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence fraud or willful misconduct of such Holder; and provided, further, that no party will be liable for contribution with respect to the settlement of any member claim or action effected without its written consent (which consent shall not be unreasonably withheld). 3.7.5. The obligations of the Farmee GroupCompany and the Holders under this Section 3.7 shall survive completion of any offering of Registrable Shares in a registration statement and the termination of this Agreement. For avoidance No indemnifying party, in the defense of doubtany such claim or litigation, Farmors' releaseshall, defenseexcept with the consent of each indemnified party, indemnity 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 the indemnified party of a release from all liability in respect to such claim or litigation. The indemnification provisions of this Section 3.7 shall not be in limitation of any other indemnification provisions included in any other agreement. Notwithstanding the foregoing, to the extent that the provisions on indemnification and hold harmless obligations herein do not apply to contribution contained in any operations conducted by Farmeeunderwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall prevail.

Indemnities. A. Farmee The Seller agrees to (i) maintain the El Paso Lease free ofindemnify, defend, and (ii) RELEASE, DEFEND, INDEMNIFY save ----------- harmless the Buyer and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, employees, agents, consultantsand attorneys, insurers and employees each of all of the foregoing them (individually and collectively referred to as the "Farmor GroupIndemnified Parties") ), from and against any and all claims, demandsactions, causes suits, and other legal proceedings, damages, costs, interest, charges, counsel fees and other expenses and penalties (collectively, the "Indemnified Amounts") which any of action and judgments the Indemnified Parties may sustain or incur by reason of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee(i) the Seller's operations under this Agreement ownership of any Equipment prior to the date on which such Equipment is sold to the Buyer, or the Seller's acts or omissions prior to such date under, in connection with or relating to such Equipment or any of the Sale and EXPRESSLY INCLUDING THE SOLELeaseback Documents, JOINT OR CONCURRENT NEGLIGENCE(ii) the operation, FAULT OR STRICT LIABILITYmaintenance or use of such Equipment prior to such date, OF ANY MEMBER OF FARMOR GROUP(iii) any material inaccuracy of any of the Seller's representations or warranties contained in any of the Sale and Leaseback Documents, provided(iv) the breach of any of the Seller's covenants contained in any of the Sale and Leaseback Documents, however(v) any loss or damage to any Equipment in excess of the deductible which is not paid by insurance or (vi) any sales, that use, excise and other taxes, charges, and fees (including, without limitation, income, franchise, business and occupation, gross receipts, sales, use, licensing, registration, titling, personal property, stamp and interest equalization taxes, levies, imposts, duties, charges or withholdings of any nature), and any fines, penalties or interest thereon, imposed or levied by any governmental body, agency or tax authority upon or in connection with the Equipment, its acquisition, ownership, delivery, leasing, possession, use or relocation or otherwise in connection with the transactions contemplated by each Sale and Leaseback Document, but excluding taxes on or measured by the net income of the Buyer. Notwithstanding the foregoing, Seller shall have no event shall Farmee be liable under this paragraph obligation to indemnify Buyer for any claims, demands, causes Indemnified Amounts which arise out of action or judgments that are the result of the Buyer's gross negligence or willful misconduct of any member of any member of the Farmor Groupmisconduct. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.

Indemnities. A. Farmee agrees to (i) maintain 5.1 Notwithstanding the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations completion of the transactions contemplated under this Agreement. Farmee shall RELEASEAgreement or FIMI's Investigation, DEFENDthe representations, INDEMNIFY, warranties and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees acknowledgements of all any of the foregoing (individually Shareholders contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement shall survive the Completion and collectively referred shall continue in full force and effect thereafter for the benefit of FIMI. If any of the representations, warranties or acknowledgements given by any of the Shareholders is found to as be untrue or there is a breach of any covenant or agreement in this Agreement on the "Farmor part of any of the Yellowbubble Group") , then the party or parties responsible shall jointly and severally indemnify and save harmless FIMI from and against any and all liability, claims, debts, demands, suits, actions, penalties, fines, losses, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis), damages and expenses of any kind whatsoever which may be brought or made against FIMI by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by FIMI, directly or indirectly, arising out of or as a consequence of any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any way limiting the generality of the foregoing, this shall include any loss of any kind whatsoever which may be suffered or incurred by FIMI, directly or indirectly, arising out of any material assessment or reassessment levied upon Yellowbubble for tax, interest and/or penalties relating to any period of business operations up to and including the Closing Date and all claims, demands, causes of action costs (including legal fees, disbursements and judgments of whatsoever nature (together with all costs taxes as charged on a lawyer and fees in connection with sameown client basis) arising in favor and expenses of any person kind whatsoever in respect of the foregoing. For the avoidance of doubt, notwithstanding the provisions of this paragraph, Continental shall not be required to indemnify FIMI in respect of a breach of any representation, warranty or entity (including Farmee, its employees, each Farmor's employees and acknowledgement by any Shareholder other person or entity whomsoever) for or on account than Continental. 5.2 Notwithstanding the completion of personal injury, death, or property damage, incident to or arising out of Farmee's operations the transactions contemplated under this Agreement or the Shareholders' Investigation, the representations, warranties and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that acknowledgements of FIMI contained in no event this Agreement or any certificates or documents delivered by FIMI pursuant to this Agreement shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are survive the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, Completion and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY shall continue in full force and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or effect thereafter for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interestShareholders. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all If any of the foregoing (individually representations, warranties or acknowledgements given by FIMI is found to be untrue or there is a breach of any covenant or agreement in this Agreement on the part of FIMI, then the party or parties responsible shall jointly and collectively referred to as severally indemnify and save the "Farmee Group") Shareholders harmless from and against any and all liability, claims, debts, demands, suits, actions, penalties, fines, losses, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis), damages and expenses of any kind whatsoever which may be brought or made against any of the Shareholders by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by any of the Shareholders, directly or indirectly, arising out of or as a consequence of any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any way limiting the generality of the foregoing, this shall include any loss of any kind whatsoever which may be suffered or incurred by any of the Shareholders, directly or indirectly, arising out of any material assessment or reassessment levied for tax, interest and/or penalties relating to any period of business operations up to and including the Closing Date and all claims, demands, causes of action costs (including legal fees, disbursements and judgments of whatsoever nature (together with all costs taxes as charged on a lawyer and fees in connection with sameown client basis) arising in favor and expenses of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising kind whatsoever in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result respect of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeeforegoing.

Indemnities. A. Farmee agrees (a) ZTI represents and warrants to (i) maintain Distributor that ZTI has no knowledge of any person or business entity other than ZTI who may have any proprietary rights whatsoever in the El Paso Lease free ofProducts, and (ii) RELEASEor if any such rights exist, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all ZTI has secured consent of the foregoing holder of such rights, or in any concept or idea or any predecessor thereof underlying or which is part of or which has been incorporated into the Products. (individually b) ZTI agrees that it shall at all times during and collectively referred to as after the "Farmor Group") term of this agreement indemnify and save harmless Distributor from and against any and all liabilities, damages, losses, claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity expenses (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoeverreasonable legal fees) for or on account of personal injury, death, or property damage, incident to or arising out of Farmeeany claim by a third party in the Territory that Distributor's operations under this Agreement and EXPRESSLY INCLUDING THE SOLEpossession, JOINT OR CONCURRENT NEGLIGENCEuse, FAULT OR STRICT LIABILITYlicensing or marketing, OF ANY MEMBER OF FARMOR GROUPor Customer's possession or use, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence Products infringes any Canadian or willful misconduct of any member of any member of the Farmor Group.United States copyright or patent, provided that: B. Eni agrees to (i) maintain Distributor promptly notifies ZTI in writing of such claim and furnishes ZTI a copy thereof; (ii) ZTI has sole control over the Eni/Nexen Lease free ofinvestigation, litigation, and negotiation of such claim; and (iii) Distributor and/or its Customer cooperate fully in ZTI's defense of such claim. In the event of such claim of infringement, ZTI may, at its option and expense, procure for Distributor and its Customers the right to continue using the Software, modify the Software to make its use non-infringing or replace the Software with non-infringing software, failing which ZTI will refund to Distributor (i) a pro rata portion of the license fees paid by Distributor to ZTI hereunder for the Software, based on a deemed three (3) year license term and straight-line depreciation of the value of the Software from the date of delivery of the Software to Customer, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or a pro rata portion of the fees paid by Distributor to ZTI for Product Maintenance for the benefit period in which the claim has arisen, which refunds to Distributor shall be conditional upon Distributor first refunding to each of its Customers (i) a pro rata portion of the Eni/Nexen Lease license fee paid by or each Customer to Distributor for Eni or Nexen or their respective predecessor(s)-inthe Software, based on a deemed three (3) year license term and straight-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all line depreciation of the foregoing value of the Software from the date of delivery of the Software to Customer and (individually ii) a pro rata portion of the fee paid by each Customer to Distributor for Product Maintenance for the period in which the claim has arisen. ZTI shall have no liability for any claim of copyright or patent infringement based on the use or combination of the Software with non-ZTI programs or data if such infringement would have been avoided by the use or combination of the Software with other programs or data. (c) Distributor agrees that it shall at all times during and collectively referred to as after the "Farmee Group") term of this agreement indemnify and save harmless ZTI from and against any and all liabilities, damages, losses, claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party expenses (including Farmorsreasonable legal fees) that ZTI may incur in respect of: (i) any negligent act or omission by, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of, Distributor's employees, agents or Sub-Distributors; (ii) any claim that Distributor's distribution or any other use, or Customer's use, of any member product which is licensed by Distributor and coupled or combined with any of the Farmee Group. For avoidance of doubtProducts, Farmors' releaseinfringes any copyright, defensepatent or other intellectual property right; (iii) any warranty, condition, representation, indemnity or guarantee granted by Distributor or provided by law with respect to the Products that is in addition to or in lieu of the limited warranties specified in Section 12 of this Agreement; (iv) any modification of or addition to the Products not approved in writing by ZTI; (v) any omission or inaccuracy in Distributor's advertisements or promotional materials related to the Products; (vi) any disclosure by Distributor or any of its Sub-Distributors to third parties of any trade secrets or confidential information of ZTI or its licensers in respect of the Products, or any other information made available by ZTI to Distributor pursuant to this Agreement; or (vii) Distributor's breach of this Agreement, including, without limitation, Distributor's failure to comply with Sections 9 and hold harmless obligations herein do not apply to any operations conducted by Farmee10 hereof.

Indemnities. A. Farmee 19.01 The delivery of GAS being a continuous process, once the GAS passes the point of delivery, the BUYER shall be deemed to be in exclusive possession and control of the said GAS and fully liable and responsible for its arrangements, appurtenance and properties. Accordingly the BUYER covenants and agrees to (i) maintain fully protect, indemnify and hold the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companiesSELLER, its employees, agents and their joint owners, co-lessees, partners, joint venturers, successors and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and assigns harmless against any and all claims, demandsall liabilities, causes costs, expenses, damages or losses growing out of action and judgments of whatsoever nature (together with all costs and fees or resulting from or incidental to or in connection with same) arising in favor of any person therewith which may be made or entity (including Farmeebrought against the SELLER whether by the BUYER, its employees, each Farmor's employees agents or successors and any other person assigns or entity whomsoever) for or by third parties on account of personal injury, death, damages or injury to property damage, incident to or person or loss of life or environment resulting from or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLEthe installation, JOINT OR CONCURRENT NEGLIGENCEpresence, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action maintenance or judgments that are the result operation of the gross negligence intake arrangements, appurtenances and properties of the BUYER or willful misconduct other relating to the possession and handling of any member GAS supplied and further defend the SELLER at BUYER’s sole expense in any litigation involving the SELLER. Likewise, before the point of any member delivery the SELLER shall be in control and exclusive possession of GAS and shall be fully liable and responsible for its arrangements, appurtenances and properties. Accordingly the Farmor Group. B. Eni SELLER Covenants and agrees to (i) maintain fully protect, indemnify and hold the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS FarmeeBUYER, its parentemployees, subsidiary agents and affiliated companies, its successors and their joint owners, co-lessees, partners, joint venturers, assigns and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and harmless against any loss or damage and all claims, demands, causes of action actions, suits, proceedings and judgments and any and all liabilities, cost, expenses, damages or losses arising out of whatsoever nature (together with all costs and fees or resulting from or incidental to or in connection with same) therewith which may be made or brought against the BUYER whether by the SELLER, its employees, agents or successors and assigns or by third parties on account of damage or injury to property or a person or loss of life resulting from or arising in favor out of the installation, presence, maintenance or operation of the supply arrangements, appurtenance and properties and GAS metering station of the SELLER and the possession and handling of any party (including Farmors, their employees, Farmee's employees GAS received and further defend the BUYER at SELLER’s sole expense in any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on litigation involving the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by FarmeeBUYER.

Indemnities. A. Farmee i. Buyer and Sellers hereby agree that they have relied upon the representations and warranties given by the respective parties in PARAGRAPH 14(A) and 14(B) of this Purchase Agreement. Buyer hereby agrees to (i) maintain the El Paso Lease free of, indemnify and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") hold Sellers harmless from and against any and all claimsliabilities, demandslosses, causes costs, damages, expenses, including reasonable attorneys' fees and costs of action and judgments of whatsoever nature (together with all costs and fees in connection with same) litigation, arising in favor or resulting from the untruth of any person or entity (including Farmeeof Buyer's representations and warranties set forth in PARAGRAPH 14(B). Sellers, its employeesjointly and severally, each Farmor's employees hereby indemnify and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") hold Buyer harmless from and against any and all claimsliabilities, demandslosses, causes costs, damages and expenses, including reasonable attorneys' fees and costs of action litigation, arising or resulting from the untruth of any of Sellers' representations and judgments warranties set forth in PARAGRAPH 14(A). ii. To the extent caused by or resulting from the acts of whatsoever nature Sellers, its agents, servants, employees or contractors, Sellers agree to immediately clean up any Hazardous Materials found on or within any portion of the Real Property and to remediate the Real Property, to comply with any and all Environmental Laws, and to pay for all clean up and remediation costs at no cost to Buyer. To the extent caused by or resulting from the acts of Buyer, its agents, servants, employees, or contractors, Buyer agrees to immediately clean up any Hazardous Materials found on or within any portion of the Real Property and, with respect to such matters as described herein for which Buyer is responsible, to remediate the Real Property, to comply with any Environmental Laws, and to pay for all clean-up and remediation costs at no cost to Sellers. Each parties' respective clean-up and/or remediation efforts as described herein shall mean and refer to those actions which are necessary and required under the Environmental Laws. iii. To the extent that Sellers are responsible for the same in accordance with Subparagraph (together with ii) above, Sellers hereby agree to indemnify, release and hold Buyer, its successors, assigns, tenants, subtenants, officers, directors, shareholders and employees, harmless from and against all costs and fees Liabilities (defined below) incurred in connection with same) arising in favor of any party (including Farmorstherewith, suffered by, incurred by or assessed against such parties, their employeesagents or other representatives, Farmee's employees and whether incurred as a result of legal action taken by any other party whomsoever) for governmental entity or on ac▇▇▇▇▇ of personal injuryagency, deathtaken by any private claimant, or property damagetaken by Buyer, incident to before or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the after Closing as a result of the gross negligence presence, disturbance, discharge, release, removal or willful misconduct cleanup of any member Hazardous Materials upon or under, on or off site, associated with or flowing or originating from the Real Property. To the extent that Buyer is responsible for the same in accordance with Subparagraph (ii) above, Buyer hereby agrees to indemnify, release and hold Sellers, its successors, assigns, officers, directors, shareholders and employees, harmless from and against all Liabilities, suffered by, incurred by or assessed against such parties, their agents or other representatives, whether incurred as a result of legal action taken by any governmental entity or agency, taken by any private claimant, or taken by Sellers, before or after Closing as a result of the Farmee Group. For avoidance of doubtpresence, Farmors' disturbance, discharge, release, defenseremoval or clean-up of any Hazardous Materials upon or under, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.on or off site, associated with or flowing or originating from the Real Property. The term

Indemnities. A. Farmee agrees to (i) maintain the El Paso Lease free ofa. Storyful will indemnify, defend, and (ii) RELEASE, DEFEND, INDEMNIFY hold harmless Licensee and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, each of its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, owners, shareholders, representatives, officials, employees, agents, consultantssuccessors and assigns, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demandsdamages, causes of action losses, liabilities, actions, judgments, costs, and judgments of whatsoever nature expenses, including reasonable legal fees (together with all costs and fees in connection with sametogether, “Claims”) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or brought by a third party arising out of Farmee's operations under this Agreement or in connection with: (a) the infringement or alleged infringement of any third party copyright in the Licensed Content; or (b) Storyful’s breach of its representation and EXPRESSLY INCLUDING THE SOLEwarranties set forth in Clause 3. Notwithstanding the foregoing, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for will Storyful have any obligations or liability to the extent that any claims, demandsdamages, causes of action or judgments that losses, liabilities, actions, judgments, costs, and expenses are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees related to (i) maintain any modifications by Licensee of the Eni/Nexen Lease free of, and Licensed Content or any other material provided by any party other than Storyful; or (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit combination of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASELicensed Content with any third party materials. b. Licensee will indemnify, DEFEND, INDEMNIFYdefend, and HOLD HARMLESS Farmee, hold harmless Storyful and each of its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, owners, shareholders, representatives, officials, employees, agents, consultantssubsidiaries, insurers affiliates, successors and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") assigns, from and against any and all claims, demandsdamages, causes of action and judgments of whatsoever nature (together with all losses, liabilities, actions, judgments, costs and fees expenses (including reasonable legal fees) brought by a third party arising out of or in connection with sameLicensee’s breach or claimed breach of its representations and warranties set forth in Clause 3. c. Each party’s indemnification obligations under this Clause 4 shall be conditioned on (i) arising in favor the party seeking indemnification (“Indemnitee”) giving the other party (“Indemnitor”) prompt written notice of any party claim; (including Farmorsii) Indemnitor being given the option to assume sole control over the defense of such claim; and (iii) Indemnitee providing Indemnitor with reasonable assistance in such defence and settlement, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeeat Indemnitor’s expense.

Indemnities. A. Farmee (a) Each Party shall indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made or to be fulfilled by it hereunder. (b) Each of the Vendor Parties acknowledges and agrees that damages alone would be an inadequate remedy in the event they Transfer a Property for which they are either the registered or beneficial (or both) owner in contravention of Section 4.1(a). Accordingly, without prejudice to any other rights and remedies that the Purchaser Parties may have, the Purchaser Parties shall be entitled to the granting of equitable relief (iincluding without limitation injunctive relief and specific performance, without the requirement of posting a bond or other security) maintain in connection with or arising out of any actual or threatened Transfer of such Property in contravention of Section 4.1(a). In addition, in the El Paso Lease free ofevent that equitable relief is not available in the circumstances, the Vendor Parties agree to indemnify and save harmless the Purchaser Parties from and against all damages, costs, losses or expenses, including, but not limited to, punitive damages, reasonable attorneys’ fees, loss of profit, indirect or consequential loss, loss of opportunity, loss of profit, or loss of goodwill, in connection with or arising out of any Transfer a Property in contravention of Section 4.1(a). (c) Effective at Closing, each of the Vendor Parties assumes and releases the Purchaser Parties from all obligations and liabilities existing as of and prior to the date of Transfer of each of the Properties, as applicable, pursuant to Section 2.7 howsoever arising at any time, relating to such Properties and the Assets, and (ii) RELEASE, DEFEND, INDEMNIFY indemnify and HOLD HARMLESS Farmor Group (as herein defined) save harmless the Purchaser Parties from and againstagainst all costs, liabilities, losses or expenses suffered or incurred by, and all suits, claims or demands by Third Parties or Governmental Authorities relating thereto, made against the Purchaser Parties, any affiliates thereof and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and any of their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers employees and employees representatives with respect to any obligations and liabilities existing as of all or prior to the date of Transfer of each of the foregoing (individually Properties pursuant to Section 2.7, howsoever arising, relating to such Properties and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Groupassociated Assets. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.

Indemnities. A. Farmee Indemnitor hereby agrees to unconditionally indemnify, defend, and hold Lender Group harmless against: (1) any loss, fines, penalties, actions, suits, proceedings, liability, damage, expense or claim incurred in connection with, arising out of, resulting from or incident to the application of any Environmental Law with respect to the Trust Property; (2) any breach of any representation or warranty or the inaccuracy of any representation made by Indemnitor in or pursuant to this Indemnity; (3) any breach of any covenant or agreement made by Indemnitor in or pursuant to this Indemnity; (4) any liability or obligation arising out of CERCLA, any equivalent state statute or any other Environmental Law which may be incurred or asserted against the Lender Group, directly or indirectly, under Environmental Laws, with respect to the Trust Property; and (5) any other loss, liability, damage, expense or claim which may be incurred by or asserted against the Lender Group, directly or indirectly, resulting from the presence of Hazardous Material on the Trust Property, including (A) all foreseeable and unforeseeable consequential damages, (B) the costs of any required or necessary investigation, repair, cleanup, remediation or detoxification and (C) the costs of the preparation and implementation of any closure, remedial or other remedial plans. Notwithstanding anything herein to the contrary, this Indemnity shall not be construed to impose liability on Indemnitor for Hazardous Materials placed, released or disposed of on the Trust Property or any obligation or liability under Environmental Law (except to the extent caused by the acts or omissions of Indemnitor or its agents, employees, contractors, licensees, guests and tenants) (i) maintain after the El Paso Lease free ofdate of foreclosure, and assignment (other than an assignment by the Agent to a successor "Agent" under the Loan Agreement) or sale, (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group after the acceptance by the Agent (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and for the officers, directors, agents, consultants, insurers and employees of all benefit of the foregoing Lender Group) of a deed in lieu of foreclosure, (individually and collectively referred to iii) during any period during which a receiver appointed upon the request or petition of the Agent (for the benefit of the Lender Group) is in possession of the Trust Property or the Agent (for the benefit of the Lender Group) operates the Trust Property as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees a mortgagee in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, deathpossession, or property damage, incident (iv) to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of extent such liability arises from the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to Agent (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by Lender Group) or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeeindemnitee hereunder.

Indemnities. A. Farmee 12.1 To the extent permissible by law, the Supplier is solely responsible for and indemnifies TasPorts against the payment of all taxes, levies and charges imposed on the Supplier or any of the Supplier’s Personnel in relation to the Services. 12.2 To the maximum extent permissible by law, the Supplier is liable for and agrees to (i) maintain the El Paso Lease free of, indemnify and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and at all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companiestimes keep indemnified TasPorts, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, employees and agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature actions, costs (together with all including legal costs and fees expenses on a solicitor/own client basis), charges, expenses, damages, loss or other liability (including without limitation in tort, under any law, in respect of loss or damage to property, compensation for death of or injury to any person or in defending claims) arising directly or indirectly from or in connection with sameone or more of the following: (a) arising in favor a breach by the Supplier or any of the Supplier’s Personnel of any person obligations under this Agreement (including, without limitation, any Warranties); (b) any breach of Law by the Supplier or entity the Supplier’s Personnel; (including Farmeec) any interruption to the operations of TasPorts' business and the operations of the Site caused or contributed to by the Supplier or the Supplier’s Personnel; (d) any negligence of the Supplier or any of the Supplier’s Personnel in relation to performance or non- performance of the Services; and (e) any infringement of any Intellectual Property Rights by the Supplier or any of the Supplier’s Personnel in the course of providing the Services, (f) except to the extent caused by the negligence or default of TasPorts. 12.3 Each indemnity given by the Supplier under this Agreement is a continuing obligation, its employees, each Farmor's employees separate and any independent from the Supplier’s other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations obligations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under survives termination of this paragraph Agreement for any claims, demands, causes of action reason. It is not necessary for TasPorts to incur expense or judgments that are the result of the gross negligence or willful misconduct of make a payment before enforcing any member of any member of the Farmor Groupindemnity conferred by this Agreement. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.

Indemnities. A. Farmee The Provider will indemnify the Customer against any Losses incurred by the Customer in respect of: any fines or other penalty imposed on the Customer under applicable Laws arising as a result of a breach by the Provider of its obligations under the Agreement; any actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the supply or use of the Equipment or the receipt of the benefit of the Services; the Provider's, or any of its Personnel's breach of the Bribery Act 2010; and any fraud or malpractice by the Provider, or any of its Personnel. If the use of the Equipment (including any software installed by the Provider on the Equipment) or receipt of the benefit of the Services infringes or, in the opinion of qualified legal counsel, is likely to infringe the Intellectual Property Rights of any third party, the Provider shall: replace or modify all or part of the Services or Equipment so as to render it non-infringing, provided that it remains functionally equivalent, and reimburse to the Customer all additional costs and expenses the Customer incurs in adapting its systems to be compatible with such replaced or modified Services or Equipment, or procure for the Customer a licence from the relevant third party to continue receiving the Services and using the Equipment. If the Provider is unable to meet its obligations under clause 19.2, this Agreement and the licences granted under clause 20 may be terminated by either Party with immediate effect, without prejudice to the Customer's right to seek further remedies, including damages, for any Loss arising out of such termination. If a payment due from the Provider under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Customer shall be entitled to receive from the Provider such amounts as shall ensure that the net receipt, after tax, to the Customer in respect of the payment is the same as it would have been were the payment not subject to tax. Intellectual Property Rights The Intellectual Property Rights in any documents, materials or works created by the Provider or any of its Personnel in the performance of this Agreement (including any reports provided to the Customer under this Agreement) ("Bespoke Materials") shall be owned by the Customer and shall, at the Commencement Date or (if later) on creation of the rights, vest in the Customer. The Provider assigns and agrees to assign (ito the extent such Intellectual Property Rights are not capable of prospective assignment) all such Intellectual Property Rights with full title guarantee to the Customer. The Provider shall procure the irrevocable waiver of all moral rights in the Bespoke Materials to the extent permitted by law. Notwithstanding any other provision of this Agreement, the contents of all Bespoke Materials shall be the Confidential Information of the Customer. The Provider grants to the Customer a non-exclusive, perpetual royalty-free licence (which shall be freely capable of sub-licence) to use the Documentation. The Provider shall, to the extent such consent is required, procure the consent of any third parties to such grant at its own cost. Limitation of Liability This clause 21 sets out the entire liability of the Parties (including any liability for the acts and omissions of their respective Personnel) in respect of all claims arising under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, howsoever arising. Nothing in this Agreement shall limit or exclude the liability of either Party for: death or personal injury resulting from negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979; for any repudiation or deliberate breach of this Agreement or any intentionally harmful or negligent act or omission of the Provider; any Losses recoverable by the Customer under any indemnity given by the Provider in this Agreement; the wrongful termination or abandonment of the Agreement by the Provider; or any other matter in respect of which liability cannot by any applicable Law be excluded. Subject to clause 21.1, neither the Customer nor the Provider shall have any liability to each other for: loss of goodwill or injury to reputation; loss of business opportunity; and/or indirect, consequential or special loss or damages, regardless of the form of action, whether in contract, strict liability or tort (including negligence), and regardless of whether the either Party knew or had reason to know of the possibility of the loss, injury, or damage in question. The provisions of clause 21.3 shall not limit the Customer's right to recover from the Provider: additional and/or administrative costs and expenses incurred by the Customer arising from a Default by the Provider including the costs of implementing any work-around in connection with such Default and the additional costs including overtime, related expenses and overheads (including travel, accommodation and wages); for wasted expenditure or charges rendered unnecessary and incurred by the Customer arising from the Default of the Provider; the costs of any third party engaged by the Customer to make good any Default of the Provider; additional costs to maintain the El Paso Lease free ofServices or continue supply of the Equipment arising from a Default by the Provider; and for any loss or corruption of data, and (ii) RELEASEincluding costs of rectification, DEFENDarising out of a Default by the Provider. Subject to clause 21.1, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, the aggregate liability of the Customer to the Provider in respect of all Losses suffered by the Provider arising out of or in connection with any and all debtsDefaults by the Customer and any and all torts or breaches of statutory duty committed by the Customer (or, chargesas the case may be any officer, liens employee, sub-contractor or other like encumbrances associated agent of the Customer) in connection with Farmeethe performance or purported performance of the Customer's operations obligations shall be limited to and will in no circumstances whatsoever exceed 100% of total Charges paid or invoiced and due to be payable under this Agreement during the 12 months prior to the event giving rise to the relevant claim under this Agreement. Farmee Where the Default occurs in the first 12 months of this Agreement, such amount shall RELEASEbe 100% of the Charges which have been paid or are payable under this Agreement in the first 12 months of the Term. Subject to clause 21.1, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees aggregate liability of the Provider to the Customer in respect of all Losses suffered by the Customer arising out of the foregoing (individually and collectively referred to as the "Farmor Group") from and against or in connection with any and all claimsDefaults by the Provider and any and all torts or breaches of statutory duty committed by the Provider (or, demandsas the case may be any officer, causes employee, sub-contractor or agent of action and judgments of whatsoever nature (together with all costs and fees the Provider) in connection with same) arising the performance or purported performance of the Provider's obligations shall be limited to and will in favor no circumstances whatsoever exceed 125% of any person total Charges paid or entity (including Farmee, its employees, each Farmor's employees invoiced and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident due to or arising out of Farmee's operations be payable under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no during the 12 months prior to the event shall Farmee be liable giving rise to the relevant claim under this paragraph for any claimsAgreement. Where the Default occurs in the first 12 months of this Agreement, demands, causes of action or judgments that are the result such amount shall be 125% of the gross negligence Charges which have been paid or willful misconduct of any member of any member are payable in the first 12 months of the Farmor GroupTerm. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.

Indemnities. A. Farmee agrees (a) Seller and Servicer will defend and hereby indemnify Buyer and its successors, assigns, servants and agents (hereinafter “Indemnitees”) against and agree to (i) maintain the El Paso Lease free ofprotect, save and (ii) RELEASEkeep harmless and make whole each thereof, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debtsliabilities, chargesobligations, liens or other like encumbrances associated with Farmee's operations losses, damages, penalties, claims, actions, suits, costs (including any net increase in the tax liability of an Indemnitee resulting from its receipt of indemnity payments made under this Agreement. Farmee shall RELEASESection 10.02), DEFENDexpenses and disbursements, INDEMNIFYincluding reasonable attorneys’ fees, of whatsoever kind and HOLD HARMLESS Eni and Nexennature imposed on, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and incurred by or asserted against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees Indemnitee in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident way relating to or arising out of Farmee's operations (i) any breach or alleged breach of any covenant, agreement or other obligation by the Seller or Servicer under this Agreement and EXPRESSLY INCLUDING THE SOLEor the Guarantor under the Guaranty Agreement, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable (ii) any representation or warranty made by the Seller or Servicer under this paragraph Agreement or the Guarantor under the Guaranty Agreement which was untrue or alleged by a Person other than Buyer to be untrue when made or delivered, (iii) any environmental claim or liability relating to any real property securing any Loans, or (iv) Buyer’s control of the Servicing Account or establishment of a Separate Account or transfer of any amount to a Separate Account; provided that no Indemnitee shall be entitled to indemnification for any claims, demands, causes of action claim or judgments that are the liability arising as a result of the such Indemnitee’s gross negligence or willful misconduct of any member of any member misfeasance in acting or failing to act under this Agreement. Any indemnity payments required under this Section 10.02 shall be paid within 30 days following notice thereof from the Indemnitee to Seller or Servicer, as the case may be (which notice shall describe in reasonable detail the matter with respect to which indemnification is required and shall set forth the computation used in determining the amount of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit indemnity payment). All of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, rights and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturersprivileges of each Indemnitee under this Section 10.02, and the officersrights, directorsprivileges and obligations of Seller and Servicer hereunder, agentsshall survive the expiration or other termination of this Agreement. (a) The foregoing indemnities with regard to any particular Indemnitee shall not extend to any liability, consultantsobligation, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claimsloss, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to penalty, claim, suit, expense or arising in connection with operations by Farmors on disbursement that results from the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action willful misconduct or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeesuch Indemnitee.

Indemnities. A. Farmee agrees to 10.1. Licensee shall indemnify, defend and hold harmless GMH (i) maintain the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective its parent, subsidiary subsidiary, associated and affiliated companies, its and including each of their joint ownersshareholders, co-lesseesmembers, partners, joint venturers, and the respective officers, directors, agents, consultants, insurers agents and employees of all of employees) (the foregoing (individually and collectively referred to as the "Farmor Group"“Indemnified Entities”) from and against any and all claims, demandsdamages, causes of action and judgments of whatsoever nature (together with all liabilities, costs and fees in connection with same) arising in favor of any person or entity (expenses, including Farmeereasonable counsel fees, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action breach or judgments that are the result of the gross negligence or willful misconduct alleged breach by Licensee of any member representation, warranty or undertaking made herein, out of any member defect (latent or patent) in the Licensed Products or out of any statements and representations, express or implied, in any packaging, advertising or marketing for the Farmor GroupLicensed Products, provided that GMH shall give prompt written notice, cooperation and assistance to Licensee relative to any such claim or suit, and provided further that Licensee shall have the option to undertake and conduct the defense and/or settlement of any such claim or suit so brought and no settlement of any such claim or suit shall be made without the prior written consent of GMH. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, 10.2. GMH will indemnify and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmeehold Licensee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") harmless from and against any and all claims, demandsdamages, causes of action liabilities, costs, and judgments of whatsoever nature (together with all costs and fees in connection with same) expenses, including reasonable counsel fees, arising in favor out of any party (including Farmorsbreach or alleged breach by GMH of any representation, their employeeswarranty, Farmee's employees or undertaking made herein, provided that Licensee shall give prompt written notice, cooperation and assistance to GMH relative to any such claim or suit, and provided further that GMH shall have the option to undertake and conduct the defense and/or settlement of any such claim or suit so brought and that no settlement of any such claim or suit is made without the prior written consent of Licensee. 10.3. Notwithstanding any other party whomsoever) for or on ac▇▇▇▇▇ of personal injuryprovision herein, death, or property damage, incident Licensee further acknowledges and agrees it has no right to or arising in connection with operations by Farmors on indemnification from the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the Indemnified Entities as a result of the gross negligence (i) any defects as to proprietary rights in any Licensed Rights or willful misconduct of design licensed hereunder; (ii) any member third party’s challenge to Licensee’s use of the Farmee Group. For avoidance Licensed Products; (iii) Licensee’s failure to obtain the full assignment of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to applicable rights; and/or (iv) any operations conducted by Farmeesituation wherein Licensee had actual knowledge that its use of the Licensed Rights would infringe or violate a third party’s rights.

Indemnities. A. Farmee Artist agrees to (i) maintain the El Paso Lease free ofindemnify, defend, and (ii) RELEASEsave harmless Producer and any person claiming under or through Producer, DEFENDincluding, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and againstwithout limitation, any telecaster or exhibitor of any production based upon the Material and/or their successors and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturersassigns, and the parent and subsidiary companies, affiliated entities, officers, directors, agentsshareholders, consultantsemployees, insurers attorneys, representatives, and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") agents thereof, from and against any and all liabilities, losses, claims, demands, causes of action costs, and judgments of whatsoever nature expenses (together with all costs and fees in connection with sameincluding, without limitation, reasonable attorneys’ fees) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations or in connection with: (1) any breach of any representation, warranty, or agreement of Artist under this Agreement Agreement; (2) any third party’s claim to an amount payable hereunder; (3) any act or omission by Artist that results in or contributes to any damage to property or injuries to or the death of Artist or any other person; or (4) any act or omission by Artist that results in or contributes to damage to property owned (in whole or in part) by Artist. Artist further agrees to obtain and EXPRESSLY INCLUDING THE SOLEmaintain in form acceptable to Producer appropriate general liability and property damage insurance to cover the foregoing obligation. Producer agrees to indemnify and save harmless Artist from and against any liabilities, JOINT OR CONCURRENT NEGLIGENCElosses, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free ofcosts, and expenses (iiincluding, without limitation, reasonable attorneys’ fees) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations Artist’s use pursuant hereto of any material furnished to Artist by Farmors on Producer. Each party hereto will, upon receipt of the Eni/Nexen Leasepresentation of any claim or notification of the institution of any action with respect to which indemnification might be required hereunder, and EXPRESSLY INCLUDING THE SOLEpromptly notify the other of the presentation of such claim or the institution of such action. Producer will have the absolute right to control the litigation or other resolution of any claim, JOINT OR CONCURRENT NEGLIGENCEdemand, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable or action to which any indemnity under this paragraph for any claims, demands, causes Paragraph 13 applies. Artist’s obligations pursuant to this Paragraph 13 will survive the expiration or earlier termination of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeethis Agreement.

Indemnities. A. Farmee agrees You indemnify us: representation or warranty to us or that you or a Guarantor has been convicted of an indictable offence or sentenced to imprisonment; (i4) maintain the El Paso Lease free of, against any claims and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all costs arising out of the foregoing (individually Equipment after its delivery to you whether those claims and collectively referred costs relate to as the "Farmor Group") from use, operation or keeping of it or in any other way; and against any and all claims, demands, causes loss of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmeelawful confiscation), its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident damage to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result destruction of the gross negligence Equipment, irrespective of how the loss, damage or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from destruction is caused; and against any liability or additional liability we incur under the Income Tax Assessment Acts by reason of the use of the Equipment for any purpose other than that stated by you to us and all claimsagainst any loss, demandsliability, causes cost or expense incurred by us as a result of: (a) any change in the rate of action tax or method of tax collection or payment applying to us; or (b) any change in the rate of depreciation applying to the Equipment; and judgments of whatsoever nature (together with all costs against and fees must pay to us whenever we ask you to do so any stamp duty, goods and services tax, consumption tax or other tax, charge or liability imposed or payable on or in connection with samewith: (7) arising if you or a Guarantor commits an act of bankruptcy or (being a corporation) has a summons to wind it up presented against it or a resolution for its winding up passed or proposed or it has a receiver or receiver and manager appointed in favor relation to it or in relation to any part of its assets or income or it otherwise becomes subject to any form of insolvency administration; if execution or distress is issued or levied against you or any Guarantor or any of your property or the property of any party (including FarmorsGuarantor or if, their employeeswhere you or any Guarantor is a corporation, Farmee's employees and you or any other party whomsoever) for or on acGuarantor are taken under section 459F of the Corporations ▇▇▇ ▇▇▇▇ of personal injuryto have failed to comply with a statutory demand, death, or property damage, incident anything referred to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result sections 461(1)(a) to 461(1)(k) (both inclusive) of the gross negligence Corporations ▇▇▇ ▇▇▇▇ happens in relation to you or willful misconduct of any member Guarantor or you or any Guarantor is dissolved; if any insurance proposal made by you in respect of the Farmee Group. For avoidance Equipment is declined or any insurance is cancelled; if any breach of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply this Lease occurs which might be calculated to any operations conducted by Farmee.prejudice the (a) (b)

Indemnities. A. Farmee agrees Subject to Section 8.3 hereof, to the fullest extent permitted by law, Tenant will, at Tenant’s sole cost and expense, Indemnify Landlord Parties against all Claims arising from (i) maintain any Personal Injury, Bodily Injury or Property Damage whatsoever occurring in or at the El Paso Lease free of, and Premises or the Project to the extent caused by any willful act or negligent act or omission of any of the Tenant Parties; (ii) RELEASEany material violation by Tenant of, DEFENDor material failure by Tenant to comply with, INDEMNIFY and HOLD HARMLESS Farmor Group Environmental Laws, Disabilities Acts or any other applicable laws, statutes, ordinances, standards, rules, regulations, orders, or judgments that Tenant is obligated to comply with hereunder, regardless of whether the same are in existence on this date of the Lease or enacted, promulgated or issued after the date of this Lease; (as herein definediii) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations any work performed or materials furnished by or for the account of Tenant; or (iv) commissions or other compensation or charges claimed by any real estate broker or agent other than the Broker(s) specified in the Basic Lease Provisions, with respect to this Lease when the Claim is by, through, or under this Agreement Tenant, but not otherwise. Subject to Section 8.3 hereof, to the fullest extent permitted by law, Landlord will, at Landlord’s sole cost and EXPRESSLY INCLUDING THE SOLEexpense, JOINT OR CONCURRENT NEGLIGENCEIndemnify Tenant Parties against all Claims arising from (i) any Personal Injury, FAULT OR STRICT LIABILITYBodily Injury or Property Damage whatsoever occurring in or at the Premises to the extent caused by any willful act or negligent act or omission of any of the Landlord Parties; (ii) any material violation by Landlord of, OF ANY MEMBER OF FARMOR GROUPor material failure by Landlord to comply with, providedEnvironmental Laws, howeverDisabilities Acts or any other applicable laws, that in no event shall Farmee be liable under this paragraph for any claimsstatutes, demandsordinances, causes of action standards, rules, regulations, orders, or judgments that Landlord is obligated to comply with hereunder, regardless of whether the same are the result in existence on this date of the gross negligence Lease or willful misconduct enacted, promulgated or issued after the date of this Lease; (iii) any liens or encumbrances arising out of any member work performed or materials furnished by Landlord as described in Rider I for the account of any member of the Farmor Group. B. Eni agrees to Tenant; or (iiv) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens commissions or other like encumbrances associated compensation or charges claimed by any real estate broker or agent other than the Broker(s) specified in the Basic Lease Provisions, with operations conducted on or for respect to this Lease when the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASEClaim is by, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, deaththrough, or property damageunder Landlord, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do but not apply to any operations conducted by Farmeeotherwise.

Indemnities. A. Farmee Any provision hereof to the contrary notwithstanding, and whether or not the transactions contemplated by this Agreement shall be consummated: (a) The Company agrees to pay on demand (i) maintain all reasonable costs and expenses of the El Paso Lease free Agent and the Creditors paid to third parties in connection with the preparation, execution, delivery and administration of this Agreement, the Notes and the Security Documents, and also in connection with any future amendment or supplement to or waiver or release with respect to (whether or not given) any of the foregoing (including, without limitation, the reasonable fees and out-of-pocket expenses of ▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., special counsel for the Agent and the Banks, and any local counsel for the Agent and the Banks), and (ii) RELEASEall reasonable costs and expenses of the Agent and the Creditors (including reasonable counsel fees and expenses), DEFENDif any, INDEMNIFY in connection with the enforcement of, and HOLD preservation of any rights under this Agreement, the Notes and the Security Documents. (b) THE COMPANY HEREBY ASSUMES LIABILITY FOR, AND AGREES TO INDEMNIFY, PROTECT, SAVE AND KEEP HARMLESS Farmor Group the Agent and each Creditor and their respective successors and assigns and any of their respective officers, directors, employees, attorneys and agents, and any of them (as herein defined) hereinafter for purposes hereof called an "Indemnified Credit Party"), from and against, any and all debtsliabilities, obligations, losses, damages, penalties, claims, causes of action, suits, demands, judgments, costs, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASEexpenses and disbursements (including legal fees and expenses), DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever kind and nature (together with all costs hereinafter for the purposes hereof collectively called "Expenses"), imposed on, asserted against or incurred or suffered by any Indemnified Credit Party and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident way relating to or arising out of Farmee's operations this Agreement, any of the Security Documents or the construction, manufacture, installation, purchase, acceptance, non-acceptance, rejection, ownership, delivery, non-delivery, possession, use, occupancy, transportation, operation, insurance, condition, safety, return, sale, exchange or other disposition of or in respect of the Collateral or any portion thereof or interest therein, including latent and other defects, whether or not discoverable by the Company or any Indemnified Credit Party, any claim for patent, trademark or copyright infringement, any claim arising under the strict liability doctrine in tort or any claim arising from (a) injury to persons or property growing out of or in connection with the ownership or use of the Collateral, or any portion thereof or interest therein, or resulting from the condition or safety thereof or (b) violation or breach by the Company of any representation, warranty, covenant, agreement or condition contained in this Agreement or any of the Security Documents or of conditions, agreements, laws, regulations, requirements and EXPRESSLY INCLUDING THE SOLErules affecting or relating to the Collateral, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, or any portion thereof or interest therein; provided, however, that in no event the Company shall Farmee not be liable under this paragraph for required to indemnify any claims, demands, causes of action or judgments that are the result of the Indemnified Credit Party against Expenses incurred by an Indemnified Credit Party attributable to its gross negligence or willful misconduct misconduct; provided, further, THAT IT IS THE INTENT OF THE PARTIES HERETO THAT THE COMPANY INDEMNIFY EACH INDEMNIFIED CREDIT PARTY AGAINST EXPENSES INCURRED BY AN INDEMNIFIED CREDIT PARTY ATTRIBUTABLE TO THE CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER SOLE, CONCURRENT, CONTRIBUTORY OR OTHERWISE. If the Company shall have knowledge of any member Expense hereby indemnified against, it will give prompt written notice thereof to every Indemnified Credit Party concerned. All amounts payable by the Company under this Subsection 12.05(b) shall be paid directly to the Indemnified Credit Party or Parties entitled to indemnification. The Company shall be obligated under this Subsection 12.05(b) as primary obligor whether or not any Indemnified Credit Party shall also be indemnified with respect to the same matter under any other agreement by any other person, and any Indemnified Credit Party seeking to enforce the indemnification by the Company may proceed directly against the Company under this Subsection 12.05(b) without first resorting to any such other rights of indemnification. If any action, suit or proceeding shall be brought against any Indemnified Credit Party in connection with any claim indemnified against under this Subsection 12.05(b), the Company may (and, upon such Indemnified Credit Party's request, will), at the Company's own cost and expense, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended, by counsel selected by the Company and approved by such Indemnified Credit Party, and, in the event of any member failure by the Company to do so, the Company will pay all costs and expenses (including legal fees and expenses) incurred by such Indemnified Credit Party in connection with such action, suit or proceeding. In the event that the Company shall be required to make any payment under this Subsection 12.05(b), the amount payable (and which the Company hereby covenants to pay) shall be an amount which, after deduction of all taxes required to be paid by the particular Indemnified Credit Party in respect of the Farmor Group. B. Eni agrees to receipt thereof under the laws of the United States of America or of any political subdivision thereof (i) maintain after giving credit for any savings in respect of any such taxes by reason of deductions, credits or allowances in respect of the Eni/Nexen Lease free ofpayment of the expense indemnified against, and of any such taxes), shall be equal to the amount of such payment. Upon the payment in full by the Company of any indemnities under this Subsection 12.05(b), the Company shall be subrogated to any right of such Indemnified Credit Party in respect of the matter against which indemnity shall have been given. Thereafter, and so long as no Default or Event of Default has occurred and is continuing, any payment received by any Indemnified Credit Party from any person (iiexcept the Company) ▇▇▇▇▇▇Eas a result of any matter with respect to which such Indemnified Credit Party has been indemnified by the Company under this Subsection 12.05(b) shall be paid over to the Company to the extent necessary to reimburse the Company for indemnification payments previously made. Without limiting the generality of the foregoing, DEFENDTHE COMPANY HEREBY ASSUMES LIABILITY FOR, INDEMNIFY and HOLD AND AGREES TO INDEMNIFY, PROTECT, SAVE AND KEEP HARMLESS Farmee Group (as herein defined) each Indemnified Credit Party from and against, any and all debtsliabilities, obligations, losses, damages, penalties, claims, causes of action, suits, demands, judgments, costs, charges, liens or other like encumbrances associated with operations conducted on or for the benefit expenses and disbursements (including legal fees and expenses), which any of the Eni/Nexen Lease Indemnified Credit Parties may sustain or incur by reason of or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees arising out of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claimsclaims or proceedings (whether brought by a private party, demandsgovernmental authority, causes or otherwise) for bodily injury, property damage, abatement, remediation, environmental damage, or impairment or any other injury or damage resulting from or relating to any Hazardous Materials located upon, migrating into, from, or through or otherwise relating to any property of action and judgments the Company or any Subsidiary (whether or not the release of whatsoever nature (together with all costs and fees in connection with same) arising in favor such Hazardous Materials was caused by the Company, any Subsidiary, a tenant, or subtenant of the Company or any Subsidiary, a prior owner, a tenant or subtenant of any party (including Farmors, their employees, Farmee's employees and prior owner or any other party whomsoever) for and whether or on ac▇▇▇▇▇ of personal injurynot the alleged liability is attributable to the handling, deathstorage, generation, transportation, or property damage, incident to disposal of any Hazardous Materials or arising in connection with operations by Farmors the mere presence of any Hazardous Materials on such property; provided that the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event Company shall Farmors not be liable to the Indemnified Credit Parties where the release of such Hazardous Materials occurs at any time after which the Company or any Subsidiary has ceased to own such property), which any Indemnified Credit Party may incur due to the making of Loans or the Commitments hereunder, the exercise of any of its rights under this Agreement, the Notes, the Security Documents, or otherwise, provided that no Indemnified Credit Party shall be entitled to the benefits of this paragraph for any claims, demands, causes of action or judgments that are to the result of the extent its own gross negligence or willful misconduct contributed to its loss, provided, further, THAT IT IS THE INTENT OF THE PARTIES HERETO THAT THE COMPANY INDEMNIFY EACH INDEMNIFIED CREDIT PARTY FROM AND AGAINST THE CONSEQUENCES OF SUCH INDEMNIFIED CREDIT PARTY'S OWN NEGLIGENCE, WHETHER SOLE, CONCURRENT, CONTRIBUTORY OR OTHERWISE. If any action, suit or proceeding shall be brought against any Indemnified Credit Party in connection with any claim indemnified against under this paragraph of this Subsection 12.05(b), the Company may (and, upon such Indemnified Credit Party's request, will), at the Company's own cost and expense, resist and defend such action, suit or proceeding, or cause the same to be resisted and defended, by counsel selected by the Company and approved by such Indemnified Credit Party, and, in the event of any member failure by the Company to do so, the Company will pay all costs and expenses (including legal fees and expenses) incurred by such Indemnified Credit Party in connection with such action, suit or proceeding. Upon the payment in full by the Company of any indemnities under this Subsection 12.05(b), the Company shall be subrogated to any right of such Indemnified Credit Party in respect of the Farmee Groupmatter against which indemnity shall have been given. For avoidance Thereafter, and so long as no Default or Event of doubtDefault has occurred and is continuing, Farmors' releaseany payment received by any Indemnified Credit Party from any person (except the Company) as a result of any matter with respect to which such Indemnified Credit Party has been indemnified by the Company under this Subsection 12.05(b) shall be paid over to the Company to the extent necessary to reimburse the Company for indemnification payments previously made. (c) The payment obligations and indemnities contained in this Section 12.05 shall survive the payment or sale or transfer of the Notes and the termination of this Agreement with respect to all events, defensefacts, indemnity conditions or other circumstances occurring or existing prior to such sale, transfer or termination, and hold harmless with respect to all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, charges, expenses and disbursements, whenever the same shall be imposed, incurred or asserted (whether before or after such sale, transfer, resignation, removal or termination), arising out of the events, facts, conditions or other circumstances referred to in clause (i) of this Subsection 12.05(c). The aforesaid payment obligations herein do not apply to and indemnities are made expressly for the benefit of, and shall be enforceable by, any operations conducted by FarmeeIndemnified Credit Party.

Indemnities. A. Farmee agrees (a) Subject to Clauses 2(f), 5 and 11 herein (including, without limitation, Clauses 11(c) and 11(d)) and provided that Closing has occurred, the Vendor shall: (i) maintain be liable to the El Paso Lease free ofPurchaser for its Losses and Liabilities; and, and in addition (ii) RELEASEindemnify and hold harmless the Purchaser and each of its directors, DEFENDofficers, INDEMNIFY servants, agents and HOLD HARMLESS Farmor Group (as herein defined) employees from and againstagainst all Losses and Liabilities; as a direct result of: (A) any act, any and all debtsomission, charges, liens circumstance or other like encumbrances associated matter or thing arising out of, resulting from, attributable to or connected with Farmee's operations Vendor’s breach of any of the representations and warranties of the Vendor under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, ; and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all (B) any amounts payable by Subco in respect of the foregoing (individually income or loss for income tax purposes of Subco, pursuant to and collectively referred to as in accordance with the "Farmor Group") from and against any and all claimsTax Act, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes taxation year of action Subco that ends prior to the Closing Date except for any current liabilities of Subco which are taken into account in the Adjustment Report pursuant to Clause 3(a)(vi); except any Losses and Liabilities insofar as they are caused by a breach of the Purchaser’s representations or judgments that are the result of warranties under Clause 9 or by the gross negligence or willful misconduct of the Purchaser, or any member of its directors, officers, agents, employees or assigns. The indemnity granted by the Vendor herein, however, does not provide either an extension of any member representation, warranty or covenant contained in Clause 8 or an additional remedy with respect to the Vendor’s breach of such representation, warranty or covenant (b) Subject to Clauses 2(f), 5, 11 and 19 herein (including, without limitation, Clause 11(d)) and provided that Closing has occurred, the Farmor Group.Purchaser shall: B. Eni agrees to (i) maintain be liable to the Eni/Nexen Lease free ofVendor for its Losses and Liabilities; and, and in addition (ii) ▇▇▇▇▇▇Eindemnify and hold harmless the Vendor and each of its directors, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directorsservants, agents, consultants, insurers agents and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against all Losses and Liabilities; as a direct result of any act, omission, circumstance or other matter or thing arising out of, resulting from, attributable to or connected with: (iii) all rights, duties, benefits, obligations or liabilities of Subco and the Partnership whatsoever; (iv) the Assets and Office and Administrative Assets; and (v) any amounts payable in respect of the income or loss for income tax purposes, and all claimsother amounts that are allocable for the purposes of the Tax Act, demandsof the Partnership and Subco, causes pursuant to and in accordance with the Tax Act, for any fiscal period of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees the Partnership and any other party whomsoever) for taxation year of Subco that ends on or on ac▇▇▇▇▇ of personal injuryincludes or ends after the Closing Date including, deathwithout limitation, the Fiscal Period; occurring or property damageaccruing from activities subsequent to the Closing Date, incident to or arising in connection with operations except any Losses and Liabilities insofar as they are caused by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of the Vendor, its Affiliates, Subco or the Partnership or their directors, officers, servants, agents, employees or assigns, or the breach of any member of the Farmee GroupVendor’s representations, warranties or covenants set forth in this Agreement. (c) Except as set forth in Clause 8, the Purchaser is not relying upon any representation or warranty of the Vendor as to the condition, environmental or otherwise, of the Assets, and acknowledges that it is buying the Securities (which includes the ownership of the Assets) and Office and Administrative Assets on an “as is” basis, as of the Closing Date. For avoidance Provided that Closing has occurred, the Purchaser further agrees that, notwithstanding anything contained in this Agreement, as of doubtthe Closing Date, Farmors' releaseit shall: (i) be solely liable and responsible to the Vendor for its Losses and Liabilities; and, defense, indemnity in addition (ii) indemnify and hold harmless obligations herein do the Vendor and each of its directors, officers, servants, agents and employees from and against all Losses and Liabilities; as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with any Abandonment and Reclamation Obligations, Environmental Liabilities, Environmental Defects, Uncured Environmental Defects, environmental matters or any other environmental liabilities whatsoever of any nature or kind and whenever occurring, pertaining to the Assets, or any of them. Once Closing has occurred, the Purchaser shall be solely responsible for all Abandonment and Reclamation Obligations, Environmental Liabilities, Environmental Defects, Uncured Environmental Defects, environmental matters or any other environmental liabilities whatsoever of any nature or kind and whenever occurring, respecting the Assets, Securities and Office and Administrative Assets, the abandonment of the ▇▇▇▇▇ and the Tangibles and the reclamation of the Assets, Securities and Office and Administrative Assets as between the Vendor and the Purchaser, and hereby releases the Vendor from any claims the Purchaser may have against the Vendor with respect to all such liabilities and responsibilities. Nothing in this Clause, however, shall operate either to limit any representation, warranty or covenant made by the Vendor pursuant to Clause 8 or to affect the Purchaser’s right to make a claim against the Vendor for the breach of such a representation, warranty or covenant in accordance with Clause 10. (d) [***] (i) [***] A. [***] B. [***] (ii) [***] (iii) [***] (iv) [***] (v) [***] (vi) [***] (vii) [***] (e) Any Party seeking indemnification shall give reasonably prompt notice thereof to the Party from whom indemnification is sought. The Party from whom indemnification is sought shall have the sole right to conduct, settle or otherwise dispose of any legal action in respect of which indemnification is sought in any manner it deems appropriate without the consent of the Party seeking indemnification but only if it has agreed that the matters in the action are indemnified pursuant to Clauses 11(a), (b), (c), (f) and Clause 2(f)(i). If the Party from whom indemnification is sought pays the indemnified amount to the other Party seeking indemnification, the paying Party shall not apply be responsible for any costs relating to legal and other professional fees and disbursements incurred after such payment. (f) Subject to Clauses 2(f), 3, 6 and 11 and provided Closing occurs, the Vendor shall be liable to the Partnership, Subco, Purchaser and their respective Affiliates and each of their respective directors, officers, servants, agents and employees and shall indemnify and save harmless the Partnership, Subco, and their respective Affiliates and each of their respective directors, officers, servants, agents and employees from and against all Losses and Liabilities incurred by the Partnership, Subco, Purchaser and each of their respective directors, officers, servants, agents and employees, that have arisen or may arise as a result of any operations conducted by Farmeematter or thing resulting from, attributable to or in any way connected with the transactions undertaken pursuant to the Permitted Transactions. Notwithstanding anything contained herein: (i) the indemnity provided in this Clause 11(f) shall not be subject to Clause 11(d)(ii); and (ii) the indemnity provided in this Clause 11(f) shall be subject to Clause 11(d)(iii). (g) The provisions of this Clause 11 shall survive Closing on the Closing Date for the benefit of the Vendor and Purchaser.

Indemnities. A. Farmee agrees to (i) maintain 5.1 Notwithstanding the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations Completion of the transactions contemplated under this Agreement. Farmee shall RELEASEAgreement or WFD's Investigation, DEFENDthe representations, INDEMNIFY, warranties and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees acknowledgements of all any of the foregoing (individually Blue Zone Group contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement shall survive the Completion and collectively referred shall continue in full force and effect thereafter for the benefit of WFD. If any of the representations, warranties or acknowledgements given by any of the Blue Zone Group is found to as be untrue or there is a breach of any covenant or agreement in this Agreement on 18 19 the "Farmor part of any of the Blue Zone Group") , then the party or parties responsible shall, subject to paragraph 5.3 of this Agreement, jointly and severally indemnify and save harmless WFD from and against any and all liability, claims, debts, demands, suits, actions, penalties, fines, losses, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis), damages and expenses of any kind whatsoever which may be brought or made against WFD by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by WFD, directly or indirectly, arising out of or as a consequence of any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any way limiting the generality of the foregoing, this shall include any loss of any kind whatsoever which may be suffered or incurred by WFD, directly or indirectly, arising out of any material assessment or reassessment levied upon Blue Zone or either of the Subsidiaries for tax, interest and/or penalties relating to any period of business operations up to and including the Closing Date and all claims, demands, causes of action costs (including legal fees, disbursements and judgments of whatsoever nature (together with all costs taxes as charged on a lawyer and fees in connection with sameown client basis) arising in favor and expenses of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account kind whatsoever in respect of personal injury, death, or property damage, incident to or arising out the foregoing. 5.2 Notwithstanding the Completion of Farmee's operations the transactions contemplated under this Agreement or the Shareholder's Investigation, the representations, warranties and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that acknowledgements of WFD contained in no event this Agreement or any certificates or documents delivered by WFD pursuant to this Agreement shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are survive the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, Completion and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY shall continue in full force and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or effect thereafter for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interestShareholder. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all If any of the foregoing (individually representations, warranties or acknowledgements given by WFD is found to be untrue or there is a breach of any covenant or agreement in this Agreement on the part of WFD, then WFD shall, subject to paragraph 5.3 of this Agreement, indemnify and collectively referred to as save the "Farmee Group") Shareholder harmless from and against any and all liability, claims, debts, demands, suits, actions, penalties, fines, losses, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis), damages and expenses of any kind whatsoever which may be brought or made against the Shareholder by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by the Shareholder, directly or indirectly, arising out of or as a consequence of any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any way limiting the generality of the foregoing, this shall include any loss of any kind whatsoever which may be suffered or incurred by the Shareholder, directly or indirectly, arising out of any material assessment or reassessment levied upon WFD for tax, interest and/or penalties relating to any period of business operations up to and including the Closing Date and all claims, demands, causes of action costs (including legal fees, disbursements and judgments of whatsoever nature (together with all costs taxes as charged on a lawyer and fees in connection with sameown client basis) arising in favor and expenses of any kind whatsoever in respect of the foregoing. 5.3 Notwithstanding anything else contained in this Agreement, the parties agree that: (a) no claim for indemnification may be made under the provisions of paragraph 5.1 or 5.2 of this Agreement, under this Agreement or the transactions hereby contemplated unless notice of the claim including reasonable particulars thereof is provided to the party against whom the claim is to be made, no later than eighteen (including Farmors18) months following the Effective Date; and (b) the aggregate liability of the Shareholder and the Managers under this Agreement including, their employeeswithout limitation, Farmee's employees and any other party whomsoever) liability for any of the representations, warranties or on ac▇▇▇▇▇ of personal injury, deathacknowledgements contained in this Agreement, or property damageany breach of any covenant or agreement in this Agreement shall be limited to U.S.$240,000, incident being the agreed value for the transfer of all the Blue Zone Shares to or arising in connection with operations by Farmors on WFD; and (c) the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable aggregate liability of WFD under this paragraph Agreement including, without limitation, any liability for any claims, demands, causes of action or judgments that are the result of the gross negligence representations, warranties or willful misconduct acknowledgements contained in this Agreement, or any breach of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.covenant or agreement in this Agreement shall be limited

Indemnities. A. Farmee agrees to (i) maintain The Lessee shall indemnify, defend, protect and hold harmless the El Paso Lease free ofLessor, any Assignee, the Collateral Agent, any successor or successors, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and NexenAffiliate of each of them, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agentsincorporators, consultantsshareholders, insurers partners, employees, agents and employees of all servants (each of the foregoing (individually and collectively referred to as the an "Farmor GroupIndemnified Person") from and against any all liabilities (including, without limitation, Environmental Damages and all claimsstrict liability in tort), demandstaxes, losses, obligations, claims (including, without limitation, Environmental Damages and strict liability in tort), damages, penalties, causes of action action, suits, costs and expenses (including, without limitation, attorneys' and accountants' fees and expenses) or judgments of whatsoever any nature relating to or in any way arising out of: (together with a) The ordering, delivery, acquisition, purchase, or agreement for the acquisition, construction, title on acquisition, rejection, installation, possession, titling, retitling, registration, reregistration, custody by the Lessee of title and registration documents, ownership, use, non-use, misuse, financing (including, without limitation, all costs and fees obligations of the Lessor under or in connection with same) arising in favor respect of any person interest rate swap, cap, collar or entity (including Farmee, its employees, each Farmor's employees other financial hedging arrangement and any amounts payable by the Lessor under any such arrangement to reduce the notional amount thereof by the amount of any prepayment of any borrowing to which such interest rate swap, cap, collar or other person financial hedging arrangement relates), lease, sublease, operation, transportation, repair or entity whomsoever) for control of any Property or on account Equipment or the past, present or future presence or the release of personal injuryhazardous substances on, deathunder, to or from, or property damage, incident the generation or transportation of hazardous substances to or arising out from, or the failure to report, disclose or remediate the foregoing with respect to any Property, leased or to be leased hereunder, (i) except to the extent that such costs are included in the Acquisition Cost of Farmee's operations the Property within the limitations provided in paragraph (a)(iv) of Section 3 hereof (or within any change of such limitations agreed to in writing by the Lessor and the Lessee), (ii) except for any general administrative expenses of the Lessor and (iii) except the income taxes with respect to which indemnification is excluded under paragraph (c) of this Agreement and EXPRESSLY INCLUDING THE SOLESection 11; (b) The assertion of any claim or demand based upon any infringement or alleged infringement of any patent or other right, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, by or in respect of the Property; provided, however, that upon request of the Lessee, the Lessor will make available to the Lessee the Lessor's rights under any similar indemnification arising from any manufacturer's or vendor's warranties or undertakings with respect to the Property; (c) All U.S. Federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature, including but not limited to license, qualification, franchise, withholding, sales, use, gross income, gross receipts, ad valorem, business, personal property, real estate, value added, excise, motor vehicle, occupation fees and stamp or other taxes or tolls of any nature whatsoever, and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to the Property or the acquisition, purchase, sale, rental, use, operation, control, ownership or disposition of any Property or Equipment (including, without limitation, any claim by any Governmental Authority for transfer tax, transfer gains tax, mortgage recording tax, filing or other similar taxes or fees in no event connection with the acquisition of the Property by the Lessor or otherwise in connection with this Lease) or measured in any way by the value thereof or by the business of, investment in, or ownership by the Lessor with respect thereto; provided, that this indemnity shall Farmee not apply to Federal net income taxes, or to state and local net income taxes, except that such indemnity shall apply to state and local net income taxes (A) to the extent imposed by reason in whole or in part of (1) a relation or asserted relation of any such taxing jurisdiction to the Property or to the transactions contemplated herein or (2) the actual or deemed use by any Person of any portion of the Property in such taxing jurisdiction, other than in the case of both clauses (1) and (2), taxes to the extent such taxes would have been imposed by a taxing jurisdiction because of a relationship between the Lessor and such taxing jurisdiction without regard to the circumstances described in clauses (1) and (2), and (B) to the extent imposed as a result of the inability to claim, disallowance or other loss by Lessor or any Assignee of deductions customarily allowed in computing net income (e.g., interest expense, financing, administrative, ordinary operating expenses and other fees and expenses); or (d) Any violation, or alleged violation by the Lessee, of the terms of the Ground Lease to be liable under performed by Lessor thereunder, this paragraph Lease or of any other contracts or agreements to which the Lessee is a party or by which it is bound or of any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection, of any governmental or public body or authority and all other Legal Requirements. The Lessee shall forthwith upon demand reimburse any Indemnified Person for any claimssum or sums expended with respect to any of the foregoing or, demandsupon request from any Indemnified Person, causes shall pay such amounts directly. Any payment made to or on behalf of action any Indemnified Person pursuant to this Section 11 shall be increased to such amount as will, after taking into account all taxes imposed with respect to the accrual or judgments that are receipt of such payment (as the same may be increased pursuant to this sentence), equal the amount of the payment, reduced by the amount of any savings in such taxes actually realized by the Indemnified Person as a result of the payment or accrual of the amounts in respect of which the payment to or on behalf of the Indemnified Person hereunder is made. To the extent that the Lessee in fact indemnifies any Indemnified Person under the indemnity provisions of this Lease, the Lessee shall be subrogated to such Indemnified Person's rights in the affected transaction and shall have a right to determine the settlement of claims therein. The indemnities contained in this Section 11 shall not be affected by any termination of this Lease as a whole or in respect of any Property or Equipment leased hereunder or any failure or refusal of the Lessee to accept any Property or Equipment acquired or ordered pursuant to the terms hereof. Notwithstanding any provisions of this Section 11 to the contrary, the Lessee shall not indemnify and hold harmless any Indemnified Person against any claims and liabilities arising from the gross negligence or willful misconduct of such Indemnified Person. Additionally, notwithstanding any member provisions of any member of this Section 11 to the Farmor Group. B. Eni agrees to contrary, at no time during the Construction Period shall Lessee's indemnities contained in this Section 11 (i) maintain include any indemnification of any Indemnified Person with respect to any costs arising from third-party damage claims other than those third-party damage claims caused by or resulting from the Eni/Nexen Lease free ofactions or failure to act by Lessee, and or any of its agents, employees, consultants, contractors or subcontractors (or anyone else under the control of Lessee), while Lessee is in possession or control of the Property, nor (ii) ▇▇▇▇▇▇Eresult in the total amount payable by Lessee under this Lease and the Related Documents to exceed the limitations on Lessee's payment obligations under Section 5.04 of the Construction Agency Agreement. Without limiting the express rights of the Indemnified Persons under this Section 11, DEFENDthe Lessee's obligations under this Section 11 shall be construed as an indemnity only and not a guaranty of the residual value of the Property or a guarantee of the Outstanding Borrowings or Fundings. In the event the Lessor shall be a party defendant to any litigation arising out of any provision contained in this Lease for which the Lessee has given indemnification, INDEMNIFY the Lessor shall give prompt notice thereof to the Lessee by telephone and HOLD HARMLESS Farmee Group in writing and shall consult and cooperate, at the Lessee's expenses with the Lessee, and if the Lessor shall not have appeared or pleaded to any such action then the Lessor does hereby empower any attorney of any court of record appointed by the Lessee (as herein definedwho shall give prompt written notice to the Lessor of such appointment) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or to appear for the benefit Lessor and in good faith and with due diligence defend such action, to enter counterclaims, to institute actions against third parties and to do all things necessary or desirable in the judgment of such attorney after consultation with the Lessor and the Lessee to preserve the rights of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, Lessor and the officersLessee, directors, agents, consultants, insurers all at the Lessee's own cost and employees of all expense. No failure or delay of the foregoing (individually and collectively referred Lessor to as give the "Farmee Group") from and against notice required by this Section 11 shall excuse the obligation of the Lessee to indemnify the Lessor with respect to such litigation except to the extent that any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees increase in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the liability is a direct result of the gross negligence such failure or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeedelay.

Indemnities. A. Farmee agrees (a) Guarantor will defend and hereby indemnify Buyer and its successors, assigns, servants and agents (hereinafter "Indemnities") against and agree to (i) maintain the El Paso Lease free ofprotect, save and (ii) RELEASEkeep harmless and make whole each thereof, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debtsliabilities, chargesobligations, liens or other like encumbrances associated with Farmee's operations losses, damages, penalties, claims, actions, suits, costs (including any net increase in the tax liability of an Indemnitee resulting from its receipt of indemnity payments made under this Agreement. Farmee shall RELEASESection 5.02), DEFENDexpenses and disbursements, INDEMNIFYincluding reasonable attorneys' fees, of whatsoever kind and HOLD HARMLESS Eni and Nexennature imposed on, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and incurred by or asserted against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees Indemnitee in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident way relating to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain this Agreement, the Eni/Nexen Lease free ofHoldback Loan Purchase Agreement, and or any of the documents entered into in connection with any of them; (ii) ▇▇▇▇▇▇Ethe Buyer's interest in the Loans or related Property purchased or accepted under the Holdback Loan Purchase Agreement or the enforcement of any claims thereunder; (iii) any claim made by any Obligor, DEFENDor any other party, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and againstrelated to the Loans or related Property purchased or accepted hereunder, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit administration of the Eni/Nexen Lease transactions evidenced by such Loans and related Property or for Eni or Nexen related to any other transactions between the Obligors or their respective predecessor(s)-in-interest. Farmors shall RELEASEaffiliates and the Seller or its affiliates; or (iv) any environmental claim or liability relating to any real property securing any Loans. (b) For any claims arising against United Resources, DEFENDInc. in its capacity as the Servicer, INDEMNIFY, the Guarantor will defend and HOLD HARMLESS Farmeehereby indemnify the Buyer, its parentdirectors, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, employees and agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claimscosts, demandsexpenses, causes of action losses, damages, claims and judgments of whatsoever nature (together with all costs and fees liabilities in connection with same) arising in favor respect of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, deathgrossly negligent action taken by, or property grossly negligent omission of, the Servicer with respect to its servicing obligations under the Loan Purchase Agreement. (c) The foregoing indemnities with regard to any particular Indemnitee shall not extend to any liability, obligation, loss, damage, incident penalty, claim, action, suit, cost, expense or disbursement (i) that results from the willful misconduct or gross negligence of such Indemnitee or from any breach of any representation or warranty made by such Indemnitee herein; (ii) that constitutes any tax based on any Indemnitee's net income, items of tax preference or gross receipts (except with respect to indemnity payments hereunder); or arising (iii) that consists of the failure of any Obligor to pay its obligations under the Notes as they become due unless such failure results from a claim of such Obligor against Seller, Guarantor, Servicer or any Subsidiary or Affiliate of any of them, or Buyer otherwise indemnified against hereunder. Any indemnity payments required under this Section 6.02 shall be paid within thirty (30) days following notice thereof from the Indemnitee to Guarantor (which notice shall describe in connection reasonable detail the matter with operations by Farmors on respect to which indemnification is required and shall set forth the Eni/Nexen Leasecomputation used in determining the amount of the indemnity payment). All of the rights and privileges of each Indemnitee under this Section 6.02, and EXPRESSLY INCLUDING THE SOLEthe rights, JOINT OR CONCURRENT NEGLIGENCEprivileges and obligations of Guarantor hereunder, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under survive the expiration or other termination of this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by FarmeeAgreement.

Indemnities. A. Farmee agrees (a) The Borrowers hereby agree to indemnify the Agent and the Lenders on demand against any loss or expense which the Agent, any Affiliate of the Agent, the Lenders or a branch or an Affiliate of the Lenders may sustain or incur as a consequence of: (i) maintain any default in payment or prepayment of the El Paso Lease free ofprincipal amount of any of the Loans or any portion thereof made to it or any portion thereof or interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of payment or prepayment, or otherwise); (ii) RELEASEthe effect of the occurrence of any Event of Default upon any of the Loans or any portion thereof made to it; (iii) the payment or prepayment of the principal amount of any of the Loans or any portion thereof made to it on any day other than a Business Day; or (iv) the failure by the Borrowers to accept any of the Loans or any portion thereof after the Borrower Representative has requested such borrowing; in each case including, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and againstbut not limited to, any and all debts, charges, liens loss or other like encumbrances associated with Farmee's operations expense sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any portion thereof. The Agent or any Lender claiming indemnification under this Agreement. Farmee Section 1.09 shall RELEASEprovide to the Borrowers a statement, DEFENDsupported when applicable by documentary evidence, INDEMNIFYexplaining the amount of any such loss or expense it incurs, which statement shall be conclusive absent manifest error. (b) The Borrowers hereby agree to indemnify and HOLD HARMLESS Eni hold harmless the Agent, Lenders, the Program Manager and Nexen, and each of their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officersAffiliates, directors, officers, agents, consultantsrepresentatives, insurers counsel and employees and each other Person, if any, controlling them or any of all its Affiliates within the meaning of either Section 15 of the foregoing Securities Act of 1933, as amended, or Section 20(a) of the Exchange Act (individually and collectively referred to as the "Farmor Group") each, an “Indemnified Party”), from and against any and all losses, claims, demandsdamages, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any person or entity expenses (including Farmee, its employees, each Farmor's employees reasonable counsel fees and any other person disbursements) and liabilities which may be incurred by or entity whomsoever) for or on account of personal injury, death, or property damage, incident asserted against such Indemnified Party with respect to or arising out of Farmee's operations the commitments hereunder to make any Loan, or the financings contemplated hereby, the other Documents, the Collateral (including, without limitation, the use thereof by any of such Persons or any other Person, the exercise by any Indemnified Party of rights and remedies or any power of attorney with respect thereto, and any action or inaction of any Indemnified Party under this Agreement and EXPRESSLY INCLUDING THE SOLEin accordance with any Documents), JOINT OR CONCURRENT NEGLIGENCEthe use of proceeds of any financial accommodations provided, FAULT OR STRICT LIABILITYhereunder, OF ANY MEMBER OF FARMOR GROUPany investigation, litigation or other proceeding (brought or threatened) relating thereto, or the role of any such Person or Persons in connection with the foregoing whether or not they or any other Indemnified Party is named as a party to any legal action or proceeding (“Claims”). The Borrowers will not, however, be responsible to any Indemnified Party hereunder for any Claims to the extent that a court having jurisdiction shall have determined by a final nonappealable judgment that any such Claim shall have arisen out of or resulted solely from (a) (i) actions taken or omitted to be taken by such Indemnified Party by reason of the bad faith, willful misconduct or gross negligence of any Indemnified Party, or (ii) in violation of any law or regulation applicable to such Indemnified Party (except to the extent that such violation is attributable to any breach of any representation, warranty or agreement by or on behalf of the Borrowers, the Borrower Representative or any of its respective designees), in each case, as determined by a final nonappealable decision of a court of competent jurisdiction), or (b) a successful claim by the Borrowers against such Indemnified Party (“Excluded Claims”). Further, should any employee of the Agent or any Lender, in connection with such employee’s employment, be involved in any legal action or proceeding in connection with the transactions contemplated hereby (other than relating to an Excluded Claim), the Borrowers hereby agree to pay to the Agent or such Lender, as applicable, such reasonable per diem compensation as the Agent or Lender, as applicable, shall request for each employee for each day or portion thereof that such employee is involved in preparation and testimony pertaining to any such legal action or proceeding. The Indemnified Party shall give the Borrower Representative prompt Written Notice of any Claim setting forth a description of those elements of the Claim of which such Indemnified Party has knowledge. Each Indemnified Party shall be permitted hereunder to select counsel to defend such Claim at the expense of the Borrowers and, if such Indemnified Party shall decide to do so, then all such Indemnified Parties shall select the same counsel to defend such Indemnified Parties with respect to such Claim; provided, however, that if any such Indemnified Party shall in no event its reasonable opinion consider that the retention of one joint counsel as aforesaid shall Farmee be liable under this paragraph for any claimsresult in a conflict of interest, demandssuch Indemnified Party may, causes of action or judgments that are at the result expense of the gross negligence or willful misconduct Borrowers, select its own counsel to defend such Indemnified Party with respect to such Claim. The Indemnified Parties and the Borrowers and their respective counsel shall cooperate with each other in all reasonable respects in any investigation, trial and defense of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees such Claim and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or appeal arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeetherefrom.

Indemnities. A. Farmee agrees to (i) maintain Subject to the El Paso Lease free ofDamage Cap and the Deductible, if applicable, Seller shall defend, indemnify and (ii) RELEASEhold Purchaser and its partners, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, shareholders and/or members and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agentsemployees, consultantsand agents harmless from all loss, insurers cost, expense, damage and employees liability (including, without limitation, reasonable attorneys' fees and disbursements) resulting from (a) any Claims for injury to or death of all persons which are due to the negligent or otherwise tortious acts or omission of Seller or its Affiliates prior to the Closing; (b) Claims by tenants under Leases, including, without limitation, for the misapplication of the foregoing security deposits, contractors under Service Contracts (individually except to the extent adjusted for 42 hereunder) or utility companies with respect to matters that occurred or obligations that accrued (provided, however, for clarification, in the case of an agreement, "accrued" shall not be deemed to mean at the time of entering into such agreement, but as and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of when such service is provided or action and judgments of whatsoever nature (together with all costs and fees is taken under or in connection with samesuch agreement) arising in favor of on or prior to the Closing Date for the applicable Property; and (c) if the Bonds are assumed, Claims made by any person or entity except Purchaser with respect to the Bonds, the Bond Documents, the Bond Financing and any alternate security or credit and/or liquidity enhancements provided or obtained by Seller with respect to the Bond Financing that arise on or prior to the Closing Date with respect to the applicable Property; provided, however, the indemnity in this Section expressly excludes any matter relating to Hazardous Materials. (including Farmeeii) Subject to the Damage Cap and the Deductible, its Purchaser shall defend, indemnify and hold Seller and the Affiliates and their partners, shareholders and/or members and their respective officers, directors, employees, each Farmor's employees and agents, harmless from all loss, cost, expense, damage and liability (including, without limitation, reasonable attorneys' fees and disbursements) resulting from (a) any other Claims for injury to or death of persons which are due to the negligent or otherwise tortious acts or omission of Purchaser from and after the Closing, (b) Claims by tenants under Leases, including, without limitation, for the misapplication of the security deposits, actually delivered to Purchaser, or for which Purchaser received a credit for under this Agreement, contractors under Service Contracts (except to the extent adjusted for hereunder) or utility companies with respect to matters that occur or obligations that accrue (provided, however, for clarification, in the case of an agreement, "accrue" shall not be deemed to mean at the time of entering into such agreement, but as and when such service is provided or action is taken under or in connection with such agreement) after the Closing Date for the applicable Property and (c) if the Bonds are assumed, Claims made by any person or entity whomsoever) for except Seller or on account of personal injuryits Affiliate, deathwith respect to the Bonds, the Bond Documents, the Bond Financing and any alternate security or property damage, incident credit and/or liquidity enhancements provided or obtained by Purchaser with respect to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUPthe Bond Financing that arise after the Closing Date with respect to the applicable Property, provided, however, that the indemnity in no event shall Farmee be liable under this paragraph for Section expressly excludes any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Groupmatter relating to Hazardous Materials. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmee.

Indemnities. A. Farmee agrees (a) Seller and Guarantor will defend and hereby indemnify Buyer and its successors, assigns, servants and agents (hereinafter "Indemnities") against and agree to (i) maintain the El Paso Lease free ofprotect, save and (ii) RELEASEkeep harmless and make whole each thereof, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debtsliabilities, chargesobligations, liens or other like encumbrances associated with Farmee's operations losses, damages, penalties, claims, actions, suits, costs (including any net increase in the tax liability of an Indemnitee resulting from its receipt of indemnity payments made under this Agreement. Farmee shall RELEASESection 10.02), DEFENDexpenses and disbursements, INDEMNIFYincluding reasonable attorneys' fees, of whatsoever kind and HOLD HARMLESS Eni and Nexennature imposed on, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and incurred by or asserted against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees Indemnitee in connection with same) arising in favor of any person or entity (including Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident way relating to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain this Agreement or any of the Eni/Nexen Lease free of, and documents entered into in connection herewith; (ii) ▇▇▇▇▇▇EBuyer's interest in the Loans or related Property purchased or accepted hereunder or the enforcement of any claims thereunder; (iii) any claim made by any Obligor, DEFENDor any other party, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and againstrelated to the Loans or related Property purchased or accepted hereunder, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit administration of the Eni/Nexen Lease transactions evidenced by such Loans and related Property or for Eni or Nexen related to any other transactions between the Obligors or their respective predecessor(s)-in-interestaffiliates and Seller or its affiliates; or (iv) any environmental claim or liability relating to any real property securing any Loans. (b) The foregoing indemnities with regard to any particular Indemnitee shall not extend to any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement (i) that results from the willful misconduct or gross negligence of such Indemnitee or from any breach of any representation or warranty made by such Indemnitee herein; (ii) that constitutes any tax based on any Indemnitee's net income, items of tax preference or gross receipts (except with respect to indemnity payments hereunder); or (iii) that consists of the failure of any Obligor to pay its obligations under the Notes as they become due unless such failure results from a claim of such Obligor against Seller, Guarantor, or any Subsidiary or Affiliate of any of them, or Buyer otherwise indemnified against hereunder. Farmors Any indemnity payments required under this Section 10.02 shall RELEASEbe paid within thirty (30) days following notice thereof from the Indemnitee to Seller or Guarantor, DEFENDas applicable, INDEMNIFY, (which notice shall describe in reasonable detail the matter with respect to which indemnification is required and HOLD HARMLESS Farmee, its parent, subsidiary shall set forth the computation used in determining the amount of the indemnity payment). All of the rights and affiliated companies, its and their joint owners, co-lessees, partners, joint venturersprivileges of each Indemnitee under this Section 10.02, and the officersrights, directorsprivileges and obligations of Seller or Guarantor, agentsas applicable hereunder, consultants, insurers and employees shall survive the expiration or other termination of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by FarmeeAgreement.

Indemnities. A. Farmee agrees (a) If and only if the Closing occurs, Goldstar shall, without any right of subrogation, contribution or any claim for reimbursement or similar right or claim against the Company (other than the right to require the Company to file and process claims under liability and/or other insurance policies in favor of the Company covering any of the following matters), indemnify and hold Buyer and the Company harmless from and against judgments, fines, penalties, settlement amounts, payments of amounts demanded, expenses (including reasonable attorneys' fees and litigation costs) and claims (collectively "Losses") which Buyer, or the Company, pay(s), or become(s) legally obligated to pay to third parties in connection with any proceeding arising out of or resulting from any or all of the following: (i) maintain amounts due under or pursuant to the El Paso Lease free ofService Contracts (and under any service contracts not reflected in Schedule 5(a)(vi)) accruing or attributable to any period prior to Closing, and but excluding any termination fees or payments due to the service provider because of Buyer's direction to cancel a Service Contract as of Closing with respect to which a termination fee or payment applies; (ii) RELEASEclaims due to or arising out death or injury to persons, DEFENDor damage to the property of third parties, INDEMNIFY which were sustained prior to the Closing as a result of, or alleged to have been sustained prior to the Closing as a result of, the operation, use, condition and/or upkeep of the Real Property prior to the Closing; (iii) a breach of any representation, warranty or covenant of Seller contained in this Contract; and HOLD HARMLESS Farmor Group (as herein definediv) from any other liabilities of the Company attributable to periods prior to the Closing Date, including, without limitation, liability of the Company for federal, state or local income taxes, and againstproperty taxes attributable to such period(s), but excluding any and all debts, charges, liens liabilities for which Buyer receives a credit on the Closing Statement or other like encumbrances associated with Farmeewhich Buyer expressly assumes at Closing. The Goldstar's operations indemnity obligations under this Agreement. Farmee shall RELEASESection 15(a) is referred to herein as "Goldstar's Indemnity." (b) If and only if the Closing occurs, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, the Buyer and the officersCompany, directorsjointly and severally, agents, consultants, insurers shall indemnify and employees of all of hold the foregoing (individually and collectively referred to as the "Farmor Group") Seller Parties harmless from and against any and all claimsLosses which Seller pays, demandsor becomes legally obligated to pay, causes of action and judgments of whatsoever nature (together with all costs and fees to third parties in connection with same) arising in favor of any person or entity (including Farmeeproceeding for which Goldstar is not obligated to indemnify Buyer pursuant to Paragraph 15(a), its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, deathwhich arises out of, or property damage, incident results from any or all of the following: (i) amounts accruing under the Service Contracts; (ii) claims due to or arising out death or injury to persons, or damage to the property of Farmeethird parties, which were sustained on or after the Closing as a result of, or alleged to have been sustained on or after the Closing as a result of, the operation, use, condition and/or upkeep of the Real Property on and after the Closing; (iii) the actions, conduct and/or omissions of the employees or agents of Buyer and/or the Company on and after Closing, (iv) any liabilities for which Buyer receives a credit on the Closing Statement or which Buyer expressly assumes at Closing; and (v) any other liabilities of the Company attributable to periods on and after the Closing Date, including, without limitation, liability for federal, state or local income taxes, and property taxes attributable to such period(s). (c) Regardless of whether the Closing occurs, Buyer hereby agrees to indemnify and hold Seller and the Company harmless from all Losses arising out of Buyer's operations inspections or examinations of the Real Property prior to Closing. (d) Promptly after receipt by a party who is indemnified under this Agreement and EXPRESSLY INCLUDING THE SOLESection 15 (the "Indemnitee"), JOINT OR CONCURRENT NEGLIGENCEof notice of any proceeding, FAULT OR STRICT LIABILITYthe Indemnitee will, OF ANY MEMBER OF FARMOR GROUP, provided, however, that if a claim in no event shall Farmee respect thereof is to be liable made under this paragraph Section 15, notify the party who indemnified the Indemnitee under this Section 15 (the "Indemnitor") in writing, but the failure to so notify the Indemnitor will not relieve it from any liability which the Indemnitor may have to the Indemnitee unless the failure to notify materially impairs the ability of the Indemnitor to defend such proceeding. The Indemnitor will be entitled to participate in and, to the extent that it may wish, to assume the defense of any proceeding as to which it has indemnified an Indemnitee, with counsel reasonably satisfactory to the Indemnitee (unless the selection of counsel is determined under an applicable insurance policy, in which event such selection shall be made in accordance with such insurance policy). Indemnitee shall have the right to employ counsel in such proceeding, but the fees and expenses of such counsel incurred after notice from the Indemnitor of its assumption of the defense thereof shall be at the expense of Indemnitee, unless employment of counsel by Indemnitee has been authorized by the Indemnitor or its insurance carrier, or the Indemnitor has not in fact employed counsel who has assumed the defense of such action, in which case the fees and expenses of Indemnitee's counsel shall be at the expense of the Indemnitor. Each Indemnitee shall cooperate fully with the Indemnitor in the defense of any claims or actions as to which indemnification is given under this Section 15. (e) In light of the fact that Losses being indemnified by Goldstar in Section 15(a) may arise from claims asserted against the Company for matters insured under insurance policies that insured the Company in effect prior to the Closing Date (and as to which only the Company may properly file a claim), the Company, as Indemnitee under Section 15(a), shall take all steps directed by Seller and/or Goldstar and necessary to ensure that claims are properly filed and prosecuted under the applicable insurance policy, including without limitation the execution and delivery of any filings or submissions directed by Seller and/or Goldstar and required pursuant to the terms of the applicable insurance policies, compliance with the requirements of such policies as they relate to the conduct or activities of the Company in relation to such claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, cooperation in discovery and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeelike.

Indemnities. A. Farmee All work covered by this Subcontract, performed at the site of construction, or in preparing or delivery materials or equipment, shall be at the risk of Subcontractor, exclusively. To the fullest extent permitted by law, Subcontractor agrees to (i) maintain the El Paso Lease free ofindemnify and defend Prime Contractor and its agents, and (ii) RELEASEemployees, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agentsparents, consultantsaffiliates, insurers and employees of all of the foregoing subsidiaries (individually and collectively referred to as the "Farmor Group"Indemnitees) from and against any and all allegations, claims, costs, demands, causes losses, expenses, liabilities, damages, judgments, actions, suits, fines, penalties, attorneys’ or other fees (Claims), even if Claims are groundless, false, or without merit, arising from, related to, incidental to, or in any way connected to Subcontractor’s work, Subcontractor’s obligations under this Subcontract, or any other, alleged or actual, act or omission of action Subcontractor, or Subcontractor’s agents, employees, subcontractors, suppliers, or any other party for which Subcontractor is responsible. Subcontractor’s obligation to indemnify and judgments defend shall be regardless of whatsoever nature (together with all costs the fault of Subcontractor and fees in connection with same) arising in favor regardless of any person the actual or entity alleged acts or omissions, or negligence, of Indemnitees. However, Subcontractor shall not be required to indemnify Indemnitees (including Farmeecost of defense) for the proportion of fault, if any, attributable to Indemnitees’ active or sole negligence, or willful misconduct. Subcontractor shall indemnify (including any costs or expenses related to defense) Indemnitees for any proportion of fault or liability not attributable to Indemnitees’ sole or active negligence, or willful misconduct, regardless of the proportion of fault attributable to Indemnitees, claimant, or other parties. Subcontractor shall not be entitled to indemnity, whether express, implied, or equitable, from Indemnitees regardless of the acts or omissions, willful misconduct, or the extent of negligent conduct by Indemnitees. To the fullest extent permitted by law, Subcontractor also agrees to indemnify and defend Owner, its agents, employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to or arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are the result of the gross negligence or willful misconduct of any member of any member of the Farmor Group. B. Eni agrees to (i) maintain the Eni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agentsparents, consultantsaffiliates, insurers subsidiaries, and employees of all of independent contractors (Owner Parties) to the foregoing (individually same extent and collectively referred in the same manner that Prime Contractor must indemnify and defend Owner Parties in the Prime Contract. B. Without limiting the foregoing, Subcontractor’s obligations to as the "Farmee Group") indemnify and defend Indemnitees shall extend to Claims arising from and against any and all claimsdeath or bodily injury to persons, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident Subcontractor’s failure to perform any obligation of this Subcontract, Subcontractor’s failure to comply with any law, rule, ordinance, or arising regulation, or any other loss, damage, or expense. Subcontractor’s obligations to indemnify and defend Indemnitees shall not in connection with operations any way be limited by Farmors Subcontractor’s insurance obligations or requirements, or by a restriction on the Eni/Nexen Leaseamount or type of damages, compensation, or benefits payment by or for Subcontractor under workers’ compensation, disability, or other laws or regulations. Subcontractor’s indemnity and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event defense obligations shall Farmors be liable under this paragraph for extend to Claims occurring at any claims, demands, causes of action time during performance or judgments that are the result after completion of the gross negligence or willful misconduct of any member of work even if the Farmee GroupSubcontract is terminated. For avoidance of doubt, Farmors' release, defense, Payment by Prime Contractor is not a condition to enforcing Subcontractor’s indemnity and hold harmless defense obligations. C. Upon any tender by an Indemnitee to Subcontractor, Subcontractor shall timely comply with any obligations herein do under Civil Code sections 2782 and 2782.05, including an election to defend or pay the defense of Indemnitees. An Indemnitee’s tender shall not apply waive, alter, or modify, or be used to limit, Prime Contractor’s right to insurance coverage provided by Subcontractor under the provisions of this Subcontract or any operations conducted additional insured endorsement provided by FarmeeSubcontractor.

Indemnities. A. Farmee (a) Cytogen agrees to indemnify and hold Laureate ----------- harmless from any damages, liabilities, losses and expenses (i) maintain the El Paso Lease free ofincluding, and (ii) RELEASEwithout limitation, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and reasonable attorneys' fees in connection with sameseeking indemnification hereunder or any claim by a third person) arising and amounts paid in favor settlement of any person claim or entity (including Farmee, its employees, each Farmor's employees and suit of any other person nature or entity whomsoeverkind whatsoever which may be sustained or suffered by Laureate arising with respect to paragraph 9(d) for or on account of personal injury, death, or property damage, incident to hereof or arising out of, based upon or by reason of, any Cytogen Supplied Material not Conforming to the covenant, representation and warranty made by Cytogen in paragraph 11(b) at the time of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or judgments that are receipt at the result of the gross negligence or willful misconduct of any member of any member of the Farmor GroupFacility. B. Eni agrees to (ib) maintain In the Eni/Nexen Lease free of, and (ii) event a Cytogen Supplied Material does not meet Specifications or is otherwise unsuitable for use in the manufacture of ▇▇▇▇▇▇ ▇▇▇▇▇▇E▇, DEFEND▇▇▇-▇▇▇, INDEMNIFY ▇▇▇-▇▇▇, Filled ProstaScint Product or Filled Sodium Acetate after the receipt thereof at the Facility by reason of any action, act or activity by Laureate which does not conform to the Cytogen's approved Specifications, Laureate SOPs, Cytogen SOPs, cGMP, the Manufacturing Procedures, the Incoming Acceptance Tests or the Quality Agreement (or Laureate's failure to act in conformity with any of the foregoing), Laureate's obligation hereunder shall be to indemnify Cytogen for the actual cost of the Cytogen Supplied Material in question and HOLD HARMLESS Farmee Group all costs, fees and expenses incurred by Cytogen in delivering or causing the delivery of the same to the Facility. (as herein definedc) Cytogen agrees to defend, indemnify and hold Laureate harmless from and against, any and all debtsclaims by third persons or governmental entities, chargesdamages, liens liabilities, losses and expenses (including, without limitation, reasonable attorney's fees in seeking indemnification hereunder or other like encumbrances associated with operations conducted on defending any claim by a third person or for a governmental entity) and amounts paid in settlement of any claim or suit of any nature or kind whatsoever relating to the benefit sale of the Eni/Nexen Lease by Filled ProstaScint Product or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all Filled Sodium Acetate Product. (d) The obligations of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any indemnifying party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph 13 are conditioned upon the delivery of written notice to the indemnifying party of any potential claim arising under this paragraph 14 ("Claim") promptly after the indemnified party becomes aware of such claim. The indemnifying party shall manage and control, at its sole expense, the defense of the Claim and its settlement. The indemnified party shall cooperate with the indemnifying party and may, at its option and expense, be represented in any such action or proceeding. The indemnifying party shall not be liable for any claimslitigation costs or expenses incurred by the indemnified party without indemnifying party's prior written authorization. In addition, demands, causes of action the indemnifying party shall not be responsible for any liability resulting from any settlement or judgments that are compromise by the result of indemnified party made without the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by Farmeeindemnifying party's prior written consent.

Indemnities. A. Farmee agrees to (ia) maintain The Borrower shall indemnify and save harmless the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) Lender from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmor Group") from and against any and all claims, demands, causes liabilities, damages, losses (other than losses of action profits), costs, charges and judgments expenses (including the fees, expenses and disbursements of whatsoever nature legal counsel to the Lender) (together with all costs and fees collectively, “Losses”), which may be incurred by the Lender as a consequence of or in connection with samerespect of (i) arising default by the Borrower in favor the payment when due of any person Obligation or entity any other Default or Event of Default hereunder, (including Farmee, its employees, each Farmor's employees ii) the entering into by the Lender of this Agreement and any other person amendment, waiver or entity whomsoever) for or on account consent relating hereto, and the performance by the Lender of personal injury, death, or property damage, incident to or arising out of Farmee's operations its obligations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph (which for greater certainty will not include any claims, demands, causes of action or judgments that are the result of the gross negligence grossly negligent act or willful misconduct of any member of any member on the part of the Farmor GroupLender or any changes in the value of the Loan as a result of market interest rate fluctuations and credit rate spread), (iii) the application by the Borrower of the proceeds of this Agreement, or (iv) the operation of the Business. A certificate of an officer of the Lender as to any such claim, demand, liability, damage, loss, cost, charge or expense and containing reasonable details of the calculation shall be, absent manifest error, prima facie evidence of the amount of such claim, demand, liability, damage, loss, cost, charge or expense. B. Eni agrees to (ib) maintain The Borrower shall indemnify and save harmless the Eni/Nexen Lease free ofLender, its Affiliates and (ii) ▇▇▇▇▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agentsemployees, consultantsshareholders and agents (collectively, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group"“Indemnified Parties”) from and against any and all claims, demands, causes liabilities, damages, losses (other than losses of action profit), costs, charges and judgments of whatsoever nature expenses (together with all costs including without limitation any investigatory, remedial, clean-up, compliance or preventative costs, charges and fees in connection with sameexpenses) arising in favor (collectively, “Claims”) which may be asserted against or incurred by such Indemnified Party under or on account of any party Contaminants, Environmental Law or Environmental Permits, including without limitation any Claims arising from: (i) the Release of a Contaminant, the threat of the Release of any Contaminant, or the presence of any Contaminant affecting the real property owned, leased, managed or controlled by the Borrower, whether or not the Contaminant originates or emanates from the Borrower’s property or any other real property or personal property located thereon; (ii) the Release of a Contaminant owned by, or under the charge, management or control of, the Borrower or any Person under the Borrower’s control; (iii) any other matter relating to the environment, Environmental Law or Environmental Permits affecting the real property owned, leased, managed or controlled by the Borrower, or the operations and activities of the Borrower (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any claims, demands, causes of action or judgments that are the result operation of the gross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, Farmors' release, defense, indemnity and hold harmless obligations herein do not apply to any operations conducted by FarmeeBusiness).